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07-097 - RTOWN OF PROSPER, TEXAS RESOLUTION NO. 07-097 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, HEREBY AUTHORIZING THE TOWN MANAGER OF THE TOWN OF PROSPER, TEXAS, TO EXECUTE A PREANNEXATION AGREEMENT, BETWEEN MAHARD EGG FARM, FC PROSPER PARTNER, AND FOREST CITY PROSPER LIMITED PARTNERSHIP, AND THE TOWN OF PROSPER. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1: The Town Manager of the Town of Prosper, Texas, is hereby authorized to execute, on behalf of the Town Council of the Town of Prosper, Texas, a Preannexation agreement, between Mahard Egg Farm, FC Prosper Partner, Inc., and Forest City Prosper Limited Partnership, and the Town of Prosper, as hereto attached. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 27"' day of November, 2007. ATTEST TO: r Matthew Denton, TRMC Town Secretary dh-61es Niswanger, Ma or Denton County Cynthia Mitchell County Clerk Denton, Tx 76202 70 2009 00132724 Instrument Number: 2009-132724 As Recorded On: November 16, 2009 Agreement Parties: THE MAYNARD 2003 PARTNERSHIP To Comment: ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: ** Agreement 595.00 Total Recording: 595.00 Billable Pages: 147 Number of Pages: 147 ************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ************ Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Record and Return To: Document Number: 2009-132724 Receipt Number: 637128 TOWN OF PROSPER Recorded Date/Time: November 16, 2009 09:17:51A 121 W BROADWAY PROSPER TX 75078 User / Station: J Morris - Cash Station 1 THE STATE OF TEXAS) COUNTY OF DENTON } I hereby certify that this Instrument was FILED In the File Number sequence on the date/time printed heron, and was duly RECORDED in the Official Records of Denton County, Texas. C4101 -da County Clerk Denton County, Texas After recording return to: Town Manager Town of Prosper 121 W. Broadway Prosper, Texas 75078 STATE OF TEXAS COUNTY OF DENTON TOWN OF PROSPER PREANNEXATION AGREEMENT This PREANNEXATION AGREEMENT (this "Agreement") is entered into to be effective as on the 71ti day of lVovc,ry tErr, 2007, (the "Effective Date") by and among THE MAHARD 2003 PARTNERSHIP, L.P., a Texas limited partnership, and MAHARD EGG FARM INC., a Texas corporation (collectively, "Mahard Owner"), FC PROSPER PARTNER, INC., a Texas corporation ("FC Prosper"), FOREST CITY PROSPER LIMITED PARTNERSHIP, a Texas limited partnership ("Developer"), and the TOWN OF PROSPER, TEXAS, a Texas home rule municipality ("Town"), pursuant to the terms and conditions set forth herein. The parties to this Agreement are individually referred to herein as a "Party" and, collectively, as the "Parties". RECITALS WHEREAS, Mahard Owner owns 2,093.387 acres of land, more or less, located in the extraterritorial jurisdiction of the Town, as more particularly described in Exhibit "A-1" attached hereto (the "Mahard Pro er "); and WHEREAS, FC Prosper owns approximately 27.149 acres of land located in the extraterritorial jurisdiction of the Town, as more particularly described in Exhibit "A-2" attached hereto (the "FC Prosper Property"); and WHEREAS, the Mahard Property and FC Prosper Property are collectively referred to herein as the "Pro 1?Crties"; and WHEREAS, Mahard Owner and FC Prosper are individually and collectively referred to herein as the "Owners", and WHEREAS, Developer proposes to acquire and develop the Properties as a master - planned, mixed-use development; and WHEREAS, the Town has adopted "Thoroughfare Impact Fees" (the "Thoroughfare Impact Fees"), "Wastewater Impact Fees" (the "_Wastewater Impact Fees") and "Water Impact Fees" (the "Water Impact Fees") (collectively, the "Impact Fees") pursuant to Ordinance No 95-01, amended by Ordinance Nos. 01-24, 02-19, 02-57, and 06-91 (as they now exist and as they may hereafter be amended, individually and collectively, the "Impact Fee Ordinances"); and Preannexation Agreement (Mahard) Page 1 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 I'M WHEREAS, the Town has adopted "Park Dedication/Fee Requirements" (the "Park Dedication/Fee Requirements") and "Park Improvement Fees" (the "Park Improvement Fees") pursuant to the Town's Subdivision Ordinance No. 03-05 (as it now exists and as it may hereafter be amended, the "Subdivision Ordinance"); and WHEREAS, the Town has adopted "Construction Fees" pursuant to the Subdivision Ordinance and the Town's Fee Ordinance No. 02-33 (as it now exists and as it may hereafter be amended, the "Fee Ordinance") consisting of fees for items including, but not limited to, annexation, land planning (concept plans, land studies, site plans), platting, inspection fees (construction, landscaping), tree surveys and mitigation/preservation plans, landscape plans, special use permits, mapping, zoning, and erosion control deposit (individually and collectively, the "Construction Fees"); and WHEREAS, the Town and Owners are authorized under Section 212.171, et seq., of the Local Government Code (the "Statute") to enter into a contract to: (1) guarantee the continuation of the extraterritorial status of the Properties and its immunity from annexation by the Town for a period not to exceed fifteen (15) years; (2) extend the Town's planning authority over the Properties by providing for a Conceptual Development Plan to be prepared by Owners and approved by the Town under which certain general uses and development of the Properties are authorized; (3) authorize enforcement by the Town of certain municipal land use and development regulations in the same manner the regulations are enforced within the "Town's boundaries; (4) authorize enforcement by the Town of land use and development regulations other than those that apply within the Town's boundaries, as may be agreed to by Owners and the Town; (5) provide for infrastructure for the Properties, including: (A) streets and roads; (B) street and road drainage; (C) land drainage; and (D) water, wastewater, and other utility systems; (6) authorize enforcement of environmental regulations; (7) provide for the annexation of the Properties as a whole or in parts and to provide for the terms of annexation, if annexation is agreed to by the Parties; (8) specify the uses and development of the Properties before and after annexation, if annexation is agreed to by the Parties; or (9) include other lawful terms and considerations the Parties consider appropriate; and WHEREAS, this Agreement is intended to set forth the obligations and duties of the Parties with respect to, among other items set forth under the Statute, other applicable law and as specifically set forth herein, (i) the extension of utilities to and within the Properties; (ii) the construction of roadways to and within the Properties; (iii) the payment of the Impact Fees pursuant to the Impact Fee Ordinances; (iv) the payment of reimbursements to Developer from the Impact Fees collected by the Town pursuant to the Impact Fee Ordinances and other lawfully Preannexation A reement (Mahard) Page 2 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM available funds for Developer's construction of improvements; and (v) the payment and credit of fees and/or the dedication of land and/easements by Developer or the Owners, as applicable, to fulfill the Park Dedication/Fee Requirements and the Park Improvement Fee requirements under the Subdivision Ordinance; WHEREAS, the Parties desire to agree on the matters set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual benefits and premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: DEFINITIONS "Additional Regulations" shall have the meaning found in Paragraph 4 i "Advanced Defense Costs and Expenses" shall have the meaning found in Paragraph 19 c. "A treement" shall have the meaning found in the preamble. "Annexation Service Plan" shall have the meaning found in Paragraph 2 b. "Approved Plat(s)" shall have the meaning found in Para raph 3. "Area Requirements" shall have the meaning found in Paragraph 3 a. "CIP" shall mean the Town's Capital Improvement Plan adopted by Ordinance No. 06-91, as it exists or may be amended. "Claim(s)" shall have the meaning found in Paragraph 19 a. "Community Park" shall have the meaning found in Paragra 1p � 3 C. "Community Park Grant" shall have the meaning found in Paragraph 9 a. "Cance tual Development Plain" shall have the meaning found in Paragraph 3. "Construction Costs" shall mean all actual costs and expenses incurred by or on behalf of Developer, for or solely and directly in connection with the Public Infrastructure described in this Agreement, specifically being costs for (A) engineering, designing, staking, installing, testing and inspecting the Public Infrastructure, (B) materials and labor and (C) all permits, licenses and other fees and charges of any governmental authorities exercising lawful jurisdiction with regard to the construction of the Public Infrastructure. No Construction Costs, except for reasonable and necessary preliminary engineering costs and other similar or related costs directly and solely related to the provision of cost estimates arising out of this Agreement, for the Public Infrastructure shall be incurred by Developer until Developer has submitted the Construction Costs estimates to the Town for review and written approval, such approval not to be unreasonably withheld, delayed, conditioned or denied by the Town. preannexation agreement (Mahard) Page 3 of 58 ::ODMA\PCDOCS\ARBA501263\512/12/2007 5:37 PM "Construction Fees" shall have the meaning found in the recitals. "Defense Costs and Expenses" shall have the meaning found in Paragraph 19 a. "Developer" shall have the meaning found in the preamble. "Developer's Costs" shall have the meaning found in Paragr �I�. "Developer's Maintenance Obligation(s)" shall have the meaning found in Paragraph 10 d. "Development Standards" shall have the meaning found in Paragraph 3. "Development Region" shall have the meaning found in Paragraph 4 a. "Development Rettron Facilities" shall have the meaning found in Paragraph 4 b (iii).. "DIED" shall have the meaning found in Paragraph 3 e. "Drainaec Buffer Area" shall have the meaning found in Paragraph 11. "East-West Thoroughfare" shall have the meaning found in Paragraph 6 d. "East-West Thoroughfare Developer Costs" shall have the meaning found in Paragraph 6 d. "East --West Thoroughfare Study" shall have the meaning found in Paragraph 6 d. "Education Foundation Assessment" shall have the meaning found in Paragraph 3 f. "Effective Date" shall have the meaning found in the preamble. "Exhibits" shall include the following: Exhibit "A-1" — Legal Description of Mahard Property Exhibit "A-2" — Legal Description of FC Property Exhibit "B" — Conceptual Development Plan Exhibit "C" - Development Standards FxIdbi( -1)" —Development Regions Exhibit "E" - Utility Plan i,;aliibit "F" — Thoroughfare Plan Preannexation Agreement (Mahard) Page 4 of 58 ::ODMA\PCDOCSUIRBJ\503263\512/12/2007 5:37 PM Exhibit "G" —Development Milestones Exhibit "H" — Illustrative Elevations and Plans (as referred in Exhibit "C") "Fee Ordinance" shall have the meaning found in the recitals. "FC Prosper" shall have the meaning found in the preamble. FC Prosper Property" shall have the meaning found in the recitals. "FEMA" shall have the meaning found in Paragraph 8. "Floodplain" shall have the meaning found in Paragraph b d. "FloodWain/Open Space" shall mean the area identified as Floodplain/Open Space on the Conceptual Development Plan. "Force Majeure" shall have the meaning found in Paragraph 43. "Future Defense Costs and Expenses" shall have the meaning found in Paragraph 19 c. "(;eneral C)evelopment Plan" means a plan for the development of a Development Region preliminary to the submission of a preliminary plat application and containing the information specified at Paragraph 4. "Governinm Regulations" shall have the meaning found in Paragraph 3. "HOA" shall have the meaning found in Paragraph 9 d. ".Horizontal Development Regulations" shall have the meaning found in Paragraph 3. "Impact Fee Ordinances" shall have the meaning found in the recitals. "Impact Fees" shall have the meaning found in the recitals. "inspection Fees" shall have the meaning found in Paragraph 14 c. "..l id1_1ment" shall have the meaning found in Paragraph 19 a. "Local Government Code" shall have the meaning found in Paragraph 2 b. "Mahard Egm Farm" shall have the meaning found in Paragraph 2 f ffl] "Mahard Propert " shall have the meaning found in the recitals. "Mahard Owner" shall have the meaning found in the preamble. Preannexation Agreement (Mahard) Page 5 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM "Maintenance Obligation(s)" means compliance with, at a minimum, the Town's Maintenance of Property Code, Ordinance No. 04-118, and the Property Maintenance Code, Ordinance No. 04-37, as each exists or may hereafter be amended. "Maintenancc Period" shall have the meaning found in Paragraph 10 d. "Mired Use Tract_(s)" shall have the meaning found in Para rah 3 a. "Nei;,hborlmod Parks" shall have the meaning found in Paragraph 9 a (i). "Oncn Space" shall have the meaning found in Paragraph 9 a. "Other Easements and/or Right(s)-of-Way" shall have the meaning found in Paragraph 4 h. "Owners" shall have the meaning found in the recitals. "Park UedicationlFee_Reguirements" shall have the meaning found in the recitals. "Park Improvement Fees" shall have the meaning found in the recitals. "Parkland" shall have the meaning found in Paragraph 9 a. "Parkland Improvements" shall have the meaning found in Paragraph 10 a. "Parkland Improvements Costs" shall have the meaning found in Paragraph 10 a. "Parks Plan" shall have the meaning found in Paragraph 9 a. "Party" or "Parties" shall have the meaning found in the preamble. "PD" shall have the meaning found in Paragraph 3 h. "PISW shall have the meaning found in Paragraph 3 e. "Properties" shall have the meaning found in the recitals. "Public Facility Area(s)" shall have the meaning found in Para ra h 3 9. "Public Improvements" and "Public Infrastructure" mean, individually and collectively, those roadway, drainage, storm sewer, water and wastewater improvements, and related easements and/or right-of-way, depicted on the CIP and which are designed in conjunction with the roadway and utility improvements and are necessary for the delivery of municipal services to the Properties and/or the territory to be served by said improvements according to the CIP and determined by the Town's Engineer. "Public Parkland" shall have the meaning found in Paragraph -9 a. Preannexation Agreement (Mahard) Page 6 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM "Reimbursements" shall have the meaning found in Paragraph 12 a (ii). "Related Document(s)" means and includes, without limitation, any and all ancillary development agreement(s) and any and all other instrument(s) and document(s) relating to the subject matter of this Agreement, whether now or hereafter existing, and executed in connection with the obligations set forth and/or contemplated herein. "Residential Tracts" shall have the meaning found in Paragraph 3 b. "School Area(s)" shall have the meaning found in Paragraph 3 e. "Statute" shall have the meaning found in the recitals. "Subdivision Ordinance" shall have the meaning found in the recitals. "Subject Approved Plat" shall have the meaning found in Paragraph 4 i_. "Term" shall have the meaning found in Paragraph 18. "Third Party Easement Acquisition Fees" shall have the meaning found in f'aragranh 13 a. "'.Third Partv Easement/ROW Acquisition Fees" shall have the meaning found in Paragraph 13 a. "Third Party Public Infrastructure Easements/ROW" means the easements and/or right-of- way that is/are necessary or appropriate, as reasonably determined by the Town, for the timely construction, completion and dedication of the Public Infrastructure and that is/are not located wholly within the Properties and/or which may/may not be adjacent to the Properties, or a portion thereof. "Third Party ROW Acquisition I<ees" shall have the meaning found in Paragraph 13 a. "Thoroughfare Impact Fees" shall have the meaning found in the recitals. "Tbo ro ugli fare Plan" shall have the meaning found in Paragraph f a. "TIA" shall have the meaning found in Para graph 4 b (ii). "Town" shall have the meaning found in the preamble. ";Trait Arca(s)" shall have the meaning found in Paragraph 3 d. "Trail Easement(s)" shall have the meaning found in Paragraph 14 c. "Utility Plan" shall have the meaning found in Paragraph 5. "Wastewater Impact Fees" shall have the meaning found in the recitals. 11reainnexation Agreement (Mahard) Page 7 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM "Water 1 nipact Fees" shall have the meaning found in the recitals. ""Loninp, Ordinattc_e" shall have the meaning found in Paragraph 3 1. Subject Properties. The Properties subject to this Agreement include all of the land owned by Owners described in l:xhilyit `°A -l" and Exhibit "A-2". Mahard Owner represents it is the sole owner of the Mahard Property. FC Prosper represents it is the sole owner of the FC Prosper Property. Land adjacent, but not necessarily contiguous to, the Properties may be included into this Agreement upon the request of Developer. Any such addition of land to this Agreement shall be by mutual written agreement of the Town and Developer. 2. Annexation/Waiver of Disannexation/Rollback Taxes/Mahard Egg Farm Nonconforming Status. a. Voluntaa Annexation. On or before January 31, 2008, Developer and Owners shall file or cause to be filed with the Town a voluntary petition, in the form provided by the Town, for annexation for all land within the Properties. Town, Developer and Owners will take all necessary action to successfully complete the annexation process. Owners and the Town acknowledge and agree that, as of the Effective Date, the Properties are located within the Town's extraterritorial jurisdiction. Subsequent to the Effective Date, Owners and the Town shall complete proceedings for the annexation of the Properties into the Town's corporate limits. The Parties shall cooperate in good faith with each other in such annexation process, including, but not limited to, the execution by Owners and the Town of any Related Documents to properly effectuate such voluntary annexation. b. Annexation Service Plan. The Parties agree that this Agreement meets the requirements of a service plan, and shall serve as the service plan for the Properties with respect to the Public Improvements, (the "Annexation Service Plan") that provides for the extension of full municipal services to the Properties pursuant to Section 43.065 of the Local Government Code (as it now exists and as it may hereafter be amended, the "Local Government Code"), but in no event shall such municipal services ever be any less than those delineated in Section 43.065 on the Effective Date. With respect to all other services required in a service plan, the Town shall provide such services in accordance with this Agreement and Section 43.065 of the Local Government Code. The Parties acknowledge that this Agreement will be considered at the public hearings held under 43.065 of the Local Government Code, that this Agreement represents the mutual understanding of the Parties with respect to the matters contained herein, and that no provision of any service has been deleted. The Parties further agree that the services and infrastructure to serve the Properties to be provided by Owners and/or Developer are undertaken voluntarily. The Town Council of the Town finds and determines that this proposed Annexation Service Plan will not provide any fewer services, and it will Preannexation Agreement (Mahard) Page 8 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM not provide a lower level of service in the area proposed to be annexed than were in existence in the proposed area at the time immediately preceding the annexation process. Because of the differing characteristics of topography, land utilization and population density, the service levels which may ultimately be provided in the newly annexed area may differ somewhat from services provided in or to other areas of the Town. These differences are specifically dictated because of differing characteristics of the Properties and the Town will undertake to perform consistent with this Agreement so as to provide the newly annexed area with the same type, kind and quality of service presently enjoyed by the citizens of the Town who reside in areas of similar topography, land utilization and population. C. WAIVER OF DISANNEXATION. DEVELOPER, OWNERS AND THE TOWN AGREE THAT THE REQUIREMENT THAT THE CONSTRUCTION OF CAPITAL IMPROVEMENTS NECESSARY TO PROVIDE MUNICIPAL SERVICES TO THE PROPERTIES MUST BE SUBSTANTIALLY COMPLETED WITHIN THE TIME PRESCRIBED BY SECTION 43.0569 LOCAL GOVERNMENT CODE, AS AMENDED, DOES NOT APPLY TO DEVELOPMENT ON THE PROPERTIES, OR ANY PORTION THEREOF, BECAUSE OF ITS SIZE OR PROJECTED MANNER OF DEVELOPMENT BY THE OWNERS AND/OR DEVELOPER. THE PARTIES AGREE THAT CONSTRUCTION OF THE CAPITAL IMPROVEMENTS NECESSARY TO PROVIDE SUCH MUNICIPAL SERVICES TO THE PROPERTIES ARE NOT REASONABLY EXPECTED TO BE COMPLETED WITHIN THAT TIME PERIOD, AND THE OWNERS AND DEVELOPER, PROVIDED THE TOWN IS IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, HEREBY WAIVE ANY RIGHT IT/THEY MAY HAVE UNDER SECTION 43.056 AND/OR SECTION 43.141, LOCAL GOVERNMENT CODE, AS AMENED, TO FILE A PETITION FOR DISANNEXATION AND/OR ANY OTHER ACTION DUE TO FAILURE TO PROVIDE ANY PORTION OF THE PROPERTIES WITH TOWN UTILITY, INCLUDING WATER AND/OR WASTE WATER SERVICES AND/OR ANY OTHER MUNICIPAL SERVICES, SAVE AND EXCEPT POLICE AND FIRE PROTECTION, EMERGENCY MEDICAL SERVICES, SOLID WASTE COLLECTION, AND UNLESS OTHERWISE PROVIDED HEREIN, MAINTENANCE OF DEDICATED PARKS AND ROADS. Preannexation AEreement (Mahard) Page 9 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM d. Rollback Taxes. In consideration for annexation of the Properties and dedication of the easements and/or Public Facility Area(s), and the attendant values associated therewith, as described herein, Town and Owners, as applicable, agree to enter into one or more subsequent written agreements, as allowed by law and subject to annual appropriation by the Town Council and Paragraph 48, which set forth the specific terms and conditions, mutually agreed to by Town and Owners, as applicable, for the reimbursement of the rollback taxes assessed and collected by the Town to the Owners, as applicable, for each Development Region of the Properties. The Parties acknowledge and agree that the annexation of the Properties and dedication of the land described herein will promote economic development and diversity, increase employment, reduce unemployment and underemployment, expand commerce and stimulate business and commercial activities in the Town. e. Ad valorem Taxes. In further consideration for amlexation of the Properties as described herein, Town and Mahard Owner agree to enter into one or more subsequent written agreements, as allowed by law and subject to annual appropriation by the Town Council and Paragraph 48, which set(s) forth the specific terms and conditions, mutually and reasonably agreed to by Town and Mahard Owner, for the reimbursement of Town ad valorem taxes assessed and collected by the Town from Mahard Owner on real property upon which any part of the Mahard Egg Farm is in operation in accordance with this Agreement and for a period not to exceed six (6) years from the Effective Date. f. Nonconforming Status of Mahard Egg Farm. i. Mahard Owner currently operates an egg farm for the purpose of producing and distributing eggs for human consumption, said use including all structures, buildings, facilities, equipment, machinery and/or farm implementation (the "Mahard Egg_ ii. Mahard Owner and the Town represent and agree that: (A) on the effective date of the ordinance annexing, among other portions of the Properties, the Mahard Property, the Mahard Egg Farm shall acquire a nonconforming use and/or structure status pursuant to the Zoning Ordinance; and (B) on the effective date of the ordinance annexing, among other portions of the Properties, the Mahard Property, Mahard Owner, by virtue of the full execution of this Agreement, shall have registered the Mahard Egg Farm as a Preannexation Agreement (Mahard) Page 10 of 58 ::ODMA\PCDOCS\ARBA501263\512/12/2007 5:37 PM nonconforming use/structure as required in the Zoning Ordinance; and (C) on the effective date of the ordinance annexing, among other portions of the Properties, the Mahard Egg Farm shall be allowed to continue to operate, as it existed on the Effective Date, as a nonconforming use/structure subject to the rights, regulations, requirements, ordinances and/or rules for all other nonconforming uses/structures in the Town, as each exists, may be amended or in the future arising, until the earlier of. (1) the date upon which the Mahard Egg Farm is relocated to an area outside of the Town and its extraterritorial jurisdiction; (2) the date upon which the Mahard Egg Farm ceases operating as it was operating on the Effective Date; or (3) eight (8) years following the Effective Date, immediately after which the Mahard Egg Farm shall cease to exist in any capacity whatsoever in the Town or its extraterritorial jurisdiction. iii. Default. Should Mahard Owner breach and/or fail to comply with any term and/or condition of this Agreement, the Mahard Egg Farm's nonconforming use/structure status described in this Paragraph 2 shall, after being provided the notice and opportunity to cure as described in Paragraph 15, terminate, and Mahard Owner shall immediately be required to bring the Mahard Egg Farm into compliance with any and all ordinances of the Town, whether now existing or in the future arising, including but not limited to, the Zoning Ordinance. iv. Release/Waiver. Mahard Owner does hereby fully, completely and unconditionally release, relinquish and discharge the Town from any and all claims, demands, debts, obligations, liabilities, costs, expenses, controversies, liens, encumbrances, actions and causes of action and deficiencies of any kind or character whether known or unknown, suspected or unsuspected, whether in tort or contract, whether fixed, contingent or otherwise which arose from or relate in any manner whatsoever to the facts alleged or that could have been alleged and claims asserted or that could have been asserted by Mahard Owner relating to the Mahard Egg Farm before the execution of this Agreement, including, but not limited to, the release of any right to claim a nonconforming use attached to and/or existed on the Mahard Egg Farm, at any time (except as authorized by this Agreement), and any other kind, character or nature of cause of action and/or damage which could, may or might be the subject of a claim by Mahard Owner by reason of the facts surrounding the Mahard Egg Farm. Preannexation Agreement (Mahard) Page 11 of 58 :ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM 3. Conceptual Development Plan and Development Standards and Governin Regulations. Subject to the filing of a preliminary plat as described in Paragraph 4 i, development of the Properties shall be governed by the following (as they currently exist, may be amended or in the future arising): (i) the Conceptual Development Plan, generally, attached hereto as Exhibit "B" (the "Conceptual Development Plan"); (ii) the development standards set forth in Exhibit "C" attached hereto (the "Development Standards"); (iii) the Subdivision Ordinance; (iv) each General Development Plan; (v) the Town's Zoning Ordinance No. 05-20 (the "Zoning Ordinance"; (vi) the Thoroughfare Plan, the Utility Plan, the standards and specifications for public works and any local regulations related to utility service and/or utility connections (the "llorizontal Development Regulations"); and (vii) the preliminary plats and final plats for portions of the Properties that are approved, from time to time, by the Town (the "Approved Plats"). The Conceptual Development Plan, Development Standards, Subdivision Ordinance, each General Development Plan, Zoning Ordinance, Horizontal Development Regulations and Approved Plats are collectively referred to as the "Governing Regulations." Development of the Properties shall be governed by the Governing Regulations during the Term of this Agreement, both before and after annexation of the Properties. Development of the Properties will include, but not be limited to, the following: a. Mixed Uses 'Tracts. Approximately two hundred fifty (250) acres of the Properties may be developed with a combination of residential, retail, and/or office uses in the locations shown as "Mixed Use" tracts on the Conceptual Development Plan (collectively, the "Mixed Use Tracts"). The uses permitted within the Mixed Use Tracts shall be as set forth in Section 3 of the Development Standards. Development within the Mixed Use Tracts must comply with the lot and area requirements (the "Area Requirements") set forth in Section 3 of the Development Standards. A development within the Mixed Use Tracts may be developed solely with any combination of, or solely comprised of one of, the residential, retail or office uses, provided the density for such use does not exceed the maximum density set forth in the Area Requirements. b. Residential Tracts. Tracts shown as "Residential" tracts on the Conceptual Development Plan (collectively, the "Residential Tracts") shall allow the uses set forth in Section 2 of the Development Standards. Development within the Residential Tracts shall comply with the standards set forth in the Area Requirements set forth in Section 2 of the Development Standards. C. Parkland Area. Areas shown as "Community Park" and as a "Neighborhood Park" on the Conceptual Development Plan (collectively, the "Community Park") or "Floodplain/Open Space" on the Conceptual Development Plan shall allow active and passive recreation uses, and public open space is to be dedicated either in fee simple or by nonexclusive easement(s) mutually acceptable to Developer and the Town, or by covenants, conditions and restrictions, in lieu of all Park Dedication/Fee Requirements. Preannexation Agreement (Mahard) Page 12 of 58 ::ODMA\PCDOCS\ARBJ\50 ] 263\512/12/2007 5:37 PM d. Trail Areas. Within the "Floodplain/Open Space" identified on the Conceptual Development Plan, Developer will provide areas for active public trail uses and recreation areas to be dedicated in fee simple or by nonexclusive easement(s) mutually acceptable to Developer and the Town (the "Trail Area(s)"). The general location of the Trail Areas shall be identified on each General Development Plan, as applicable, and shall be in general conformance with the Parks Plan, with exact locations determined at the time of platting. e. School Areas. Approximately forty-five (45) acres of land shall be donated for school uses as approximately identified as "School" area on the Conceptual Development Plan (individually, a "School Area" and, collectively, the "School Areas"). The donation of the School Areas shall be subject to the mutual and reasonable approval of Developer and/or Owners, as applicable, Prosper Independent School District ("PISD") and the Town of exact locations for the school sites and the site development standards for each school site, which are intended to provide for two (2) elementary school sites consisting of approximately 10 to 14 acres per site, and one (1) middle school site consisting of approximately 25 to 30 acres. In no event shall the first elementary school site be donated to PISD any later than January 31, 2010. Subject to the specific location and adjacent land conditions for each site, the area dedicated will be increased in order to provide for storm water detention and adequate traffic flow. Developer will also work with PISD and the Town to coordinate Parkland locations to provide enhanced opportunities for students to use Parkland for access to and from the School Areas and use Parkland for school activities. In the event PISD has not accepted donation of a School Area on or prior to the eighteen (18) months after Developer sends written notice to PISD advising that the School Area is being offered to PISD for donation, that respective School Area shall be released from being reserved for school uses and Developer may proceed with development of such School Area in the same manner as the uses adjacent to such School Area. In addition, the land dedications required by this Paragraph 3 e are contingent upon annexation and zoning of the Properties as contemplated by this Agreement. PISD will, within one hundred eighty (180) calendar days after receiving the proposed conveyance instrument, provide the Developer and/or Owners, as applicable, written notice of PISD's acceptance of the dedicated land made the subject of this Paragraph 3 e. PISD will use reasonable efforts to negotiate and complete a land swap between PISD and the Denton Independent School District ("DISD") such that all land within the Properties is included within the PISD boundaries, but in no event shall such land swap be a condition precedent to the Developer's required School Area dedications described herein. PISD shall be a third party beneficiary to this Agreement for purposes of enforcing Paragraphs 3 e and f. If PISD determines, at any time, that all or any portion of the School Areas are required to be donated to PISD, then Developer and/or Owners, as applicable, shall donate, at no cost to PISD Preannexation Agreement (Mahard) Page 13 of 58 ::O DMATC DOC S\ARBA501263\512/12/2007 5:37 PM and in accordance with this Agreement, said land within one (1) year after receiving written notice from PISD. Upon PISD's acceptance of any donation described in this Paragraph 3, PISD shall assume full Maintenance Obligations for the land so donated. f Education Foundation Assessment. Developer shall cause an assessment to be imposed on each conveyance of every single family residence to be applied to educational facilities and scholarships for the benefit of PISD (and DISD should the land swap contemplated in Paragraph_ 3 e not be completed) (the "Education Foundation Assessment"). The Education Foundation Assessment shall be in the amount of three tenths of one percent (.3%) of the sales price of the residence being conveyed. The Education Foundation Assessment shall be imposed in restrictive covenants which shall run with the single family residential land within the Properties. Developer will either utilize the existing PISD Education Foundation (or DISD, as applicable) or will establish one or more nonprofit foundations and/or organizations (after conferring with the Town and PISD (or DISD, as applicable)) to administer the funds from the Education Foundation Assessment. The purpose(s) of such foundations and/or organizations shall include, but not be limited to, the purposes described above. g. Public Facility Area(s). Developer and/or Owners, as applicable, shall dedicate to the Town, at no cost to the Town, one (1) or more tracts of land containing not more than an aggregate total of seven (7) acres, for any one or more municipal use(s) as defined in the Zoning Ordinance„ specifically excluding a heliport and sewage treatment plant (the "Pablic !Facility Area(s)"). The Public Facility Area(s) will be subject to the Zoning Ordinance. Location of Public Facility Area(s) shall be: (i) determined at each General Development Plan stage; and (ii) unless the Town submits an earlier request in accordance with Paragraph 4 f, dedicated, at no cost to the Town and in the form reasonably approved by the Town, to the Town at the time the first final plat for a tract adjacent to the Public Facility Area(s) is approved by the Town. The Public Facility Area(s) shall be adjacent to a primary or secondary thoroughfare, as reasonably determined by the Town. Water towers may be located within the Properties at locations determined by the Town and approved by Developer, which approval may not be unreasonably, withheld, delayed, denied or conditioned. Unless otherwise agreed to in writing, the Town shall be fully responsible for Maintenance Obligations upon the Town's acceptance of any dedication of any Public Facility Area. h. Upon annexation of the Properties, the Town shall have all of the same enforcement rights to enforce compliance with the Conceptual Development Plan and Development Standards with respect to such Properties, or portions thereof, that it otherwise enjoys under the law to enforce development regulations within the Town's corporate limits. The Preannexation Agreemeu (Mahard) Page 14 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM Parties contemplate that the Town will zone the Properties as a Planned Development District ("PD") following annexation in a manner that is consistent with the Conceptual Development Plan and Development Standards, and the Town agrees, to the maximum extent permitted by law, to zone each portion of the Properties annexed into the Town as a PD that is consistent with the Conceptual Development Plan and Development Standards. i. In the event of a conflict between either the Zoning Ordinance and the Conceptual Development Plan and Development Standards, the Conceptual Development Plan and Development Standards shall control. In the event of any conflict between any Approved Plat and either the Subdivision Ordinance and/or Zoning Ordinance, the Approved Plat shall control. 4. General Development Plan, Platting and Development. a. The Properties are divided into separate "Development Regions" as identified on Exhibit "D" attached hereto (each a "Development Region") b. Developer shall, at its sole cost and expense subject only to the Reimbursements set forth in Paragraph 12, prepare and file for review with the Town Engineer a General Development Plan for each Development Region which sets forth and/or contains the following: location and size of water and wastewater lines to service the proposed development within the subject Development Region, and other land which will be serviced by such water and wastewater lines, as identified on the Utility Plan; ii. location and type of thoroughfares pursuant to the Thoroughfare Plan and a traffic impact analysis ("TIA") completed in accordance with the Subdivision Ordinance and submitted with the General Development Plan; iii. location, size (subject to the maximum public facilities dedication of seven (7) acres set forth in Paragraph 3 g) and proposed use of public facilities required by the Town to be situated within the Development Region (such water lines, wastewater lines, drainage, storm sewer, thoroughfares and public facilities within a Development Region, herein, the "Development Region Facilities"); and iv. a modeling study of the water and wastewater lines completed by a professional engineer licensed in Texas, as mutually and reasonably selected by the Town and Developer. Preannexation Aereement (Mahard) Page 15 of 58 :: ODM A\PCDOC MAR BJ\501263\512/12/2007 5:37 PM Developer and the Town agree that after a voluntary petition for annexation for all land within the Properties has been filed with the Town by Developer and prior to submitting the first preliminary plat to the Town for any land located wholly and/or partially within Development Region No. 1, but in no event any later than September 30, 2008, Developer shall, at its sole cost and expense subject only to the Reimbursements set forth in Paragraph 12, prepare and file for review the General Development Plan for Development Region No. 1 in accordance with this Paragraph 4. C. The Town staff shall review each General Development Plan and send to Developer, within a reasonable time after the filing of the General Development Plan, but in no event any later than forty-five (45) calendar days following said filing, written notice that review of the General Development Plan has been completed and whether the General Development Plan complies with the Utility Plan, TIA and Thoroughfare Plan and/or whether the Public Facility Area(s)comply with the Town's requirements within the Development Region. In the event the written notice contains a determination of acceptance of the subject General Development Plan, Developer shall proceed with the submission of plat applications to the Town for the Development Regions in accordance with the General Development Plan. d. In the event the Town staff advises Developer in writing that any General Development Plan does not comply with the Utility Plan, TIA and Thoroughfare Plan and/or that the Public Facility Area(s) do not comply with the Town's requirements within the Development Region, Developer may (i) revise the General Development Plan to so comply, or (ii) appeal the determination to the Town Council, said appeal must be in writing and submitted to the Town Manager, within ten (10) calendar days of receipt of the notice of noncompliance as provided herein, who will place the appeal on the agenda of the next available Town Council meeting. The Town Manager shall have the reasonable discretion of determining which available Town Council agenda any appeal is placed. Upon the filing of a revised General Development Plan, the Town staff shall review the revised General Development Plan and send to Developer, within a reasonable time after the filing of the General Development Plan, but in no event any later than forty-five (45) calendar days following said filing, written notice that review of the revised General Development Plan has been completed and whether the revised General Development Plan complies with the Utility Plan, TIA and Thoroughfare Plan and/or whether the Public Facility Area(s) Plan comply with the Town's requirements within the Development Region. In the event the written notice includes a determination of acceptance, Developer shall proceed with the submission of plat applications to the Town for the Development Region in accordance with the General Development Plan. In the event the Town staff advises Developer in writing that the revised General Development Plan does not comply with the Utility Plan, TIA and Thoroughfare Plan Preannexation Agreement (Mahard) Page 16 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM and/or that the Public Facility Area(s) do not comply with the Town's requirements within the Development Region, Developer may proceed with the same options set forth in (i) or (ii) of this 1'aragta1)11 4 d. The decision of the Town Council on an initial filing or a filing of any subsequently revised General Development Plan shall be final and shall control the construction and installation of the Development Region Facilities and/or the dedication of the Public Facility Area(s), and Developer shall proceed in accordance with each applicable Town Council determination. e. Except as otherwise agreed upon by the Town and Developer herein or in a Related Document, Developer shall cause the Development Region Facilities identified on a General Development Plan to be constructed or installed at its sole cost and expense subject only to the Reimbursements set forth in Paragraph 12. £ If the Town reasonably determines, at any time, that all or any portion of the Public Infrastructure and/or Public Facility Area(s) are required to be constructed or installed by, or on behalf of, and/or dedicated to the Town, as applicable, then Developer and/or Owners, as applicable, shall dedicate, at no cost to the Town and in accordance with this Agreement, the land on which said Public Infrastructure and/or Public Facility Area(s), or portion(s) thereof, are to be located within one (1) year after receiving written notice from the Town Engineer that said Public Infrastructure and/or Public Facility Area(s), or portion(s) thereof, are required, regardless of whether a General Development Plan for the particular Development Region has been submitted and approved as described herein. The Town will, within one hundred eighty (180) calendar days after receiving the proposed conveyance instrument, provide the Developer and/or Owners, as applicable, written notice of the Town's acceptance of the dedicated land made the subject of this Paragraph 4 f Upon Town's acceptance of any dedication described in this Paragraph 4 f, Town shall assume full Maintenance Obligations for the land so dedicated. In the event the Town constructs and installs any of the Public Infrastructure and/or any improvements contained within any Public Facility Area(s), such construction and installation shall be at no cost to Developer, and Developer shall not be entitled to any Reimbursements for same. g. Notwithstanding anything contained herein to the contrary, the Town and Developer may enter an agreement or Related Document which modifies any of the paragraphs in this Paragraph 4, including, but not limited to, the location, size, costs of construction and construction schedule for any of the Development Region Facilities. h. If the Town reasonably determines, at any time, that easements and/or right(s)-of-way, contained within the Properties, or portion(s) thereof, but Prean iexation Agreement (Mahard) Page 17 of 58 ::ODIvIA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM not part of the Public Infrastructure and/or Public Facility Area(s), ("Other Easements and/or Right(s)-of-Way") are required to be conveyed and/or dedicated to the Town for offsite needs, as solely determined by Town, considering, among other things, input from the Developer and/or Owner, as applicable, then Developer and/or Owners, as applicable, shall dedicate, at no cost to the Town or at a mutually agreed upon price not to exceed the fair market value as determined by a certified appraiser, mutually and reasonably selected by the Town and Developer and/or Owner, as applicable, the Other Easements and/or Right(s)-of-Way within six (6) months after receiving written notice from the Town Engineer. Upon Town's acceptance of any dedication and/or conveyance described in this Paragraph 4 h, Town shall assume full Maintenance Obligations for said land. i. Following the finalization of each General Development Plan, Developer may file or cause to be filed a preliminary plat for the land, or portion thereof, contained within the subject General Development Plan, with the Town in accordance with the Subdivision Ordinance for the Town Planning and Zoning Commission's consideration and approval (the "Subieet Approved Plat"). The property contained within each Subject Approved Plat will be developed in accordance with the General Development Plan and the Governing Regulations as each exists on the date the application for the Subject Approved Plat was submitted to the Town , except as otherwise expressly stated in this Agreement and/or except as to all other regulations, rules, requirements and/or ordinances of the Town which are described in Section 245.004, Local Government Code, as it exists or may be amended, ("Additional Regulations") but in no event shall such Additional Regulations ever be any less than those delineated in Section 245.004 on the Effective Date. Notwithstanding anything to the contrary herein, should an Approved Plat for the Properties, or a portion thereof, expire, development of said Properties, or portions thereof, shall be in accordance with the Governing Regulations and Additional Regulations existing on the date a subsequent plat is approved by the Town's Planning and Zoning Commission. j. Developer and Owners acknowledge and agree that the filing of any one or more General Development Plan(s) shall not be considered a "permit" for purposes of Chapter 245, Local Government Code, as amended, and each filed General Development Plan is subject to the waiver and release set forth in Paragraph 46. k. The Parties agree that a General Development Plan approved by the Town Council in accordance with this Paragraph 4 shall constitute a commitment by the Owners and/or Developers to dedicate, at no cost to the Town, in accordance with this Agreement, the Parkland, Public Infrastructure and the Public Facility Area(s) described in each approved General Development Plan. Premi nexsatinn Agreement (Mahard) Page 18 of 58 ::ODMA\PCDOCS\AIZBJ\501263\512/12/2007 5:37 PM 5. Extension of Water and Wastewater Service Facilities/Water and Wastewater Impact Fees. Developer shall, at its sole cost and expense subject only to the Reimbursements set forth in Paragraph 12, extend, or cause to be extended, water and wastewater service facilities to the Properties as set forth on the CIP, in accordance with the Utility Plan attached hereto as Exhibit "E" (the "Utility Pian"). a. The Town shall provide water and wastewater service within the Properties in capacities sufficient, as reasonably determined by the Town based on, among other things, the modeling studies described in Paragraph 4 b iv , for the full development of the Properties as permitted under this Agreement. b. Adequate, as mutually and reasonably determined by Developer and the Town, service for each phase of development shall be made available to Developer by the Town upon Town's release of plans for each respective phase of development. C. If, at the time a phase of a General Development Plan is determined to be in compliance as outlined in Paragraph 4, the Town cannot provide adequate, as mutually and reasonably determined by Developer and the Town, water or wastewater service to the identified phase of development included within such General Development Plan, then the Developer and Town shall consider alternative solutions for their mutual benefit to obtain water and/or wastewater service for that particular phase. These alternatives may include the Town having, after the preliminary plat has been submitted for the particular phase described herein, up to twelve (12) months to provide, or cause to be provided, adequate, as mutually and reasonably determined by Developer and the Town, water and/or wastewater service to the particular phase, and/or unless otherwise agreed to in writing by the Town and Developer, Developer may, with the Town's approval, which approval shall not be unreasonably withheld, delayed, denied or conditioned, file applications for service from another retail provider of service for service during the period in which the Town cannot provide the required service. The Town shall reasonably cooperate, at no cost to the Town, with Developer's efforts to secure service from another provider as required by this Paragraph 5 c. At the time the Town does have the capacity and authority to serve the subject phase of development, the development shall convert to such Town services at the Town's sole and reasonable cost and expense. d. Except as otherwise provided herein, the Properties shall be subject to the Water and Wastewater Impact Fees set forth in the Impact Fee Ordinances. Preannexation Agreement (Mahard) Page 19 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM 6. Extension of`I"horoughfares/Thoroughfare Impact Fees. a. Developer shall, at its sole cost and expense subject only to the Reimbursements set forth in Paragraph 12, construct or extend, or cause to be constructed or extended, thoroughfares within or adjacent, as reasonably determined by the Town based on, among other things, the modeling studies described in Paragraph 4 b (iv) and the TIA, to the Properties as set forth on the Town's Thoroughfare Plan, Ordinance No. 04-103, amended by Ordinance No. 06-55 (as they now exist and as they may hereafter be amended), a copy of which is attached hereto as Exhibit "F" (the "Thoroughfare Plan"). b. The Town shall: (i) within one hundred eighty (180) calendar days after the all of the Properties have been annexed and zoned, amend the Thoroughfare Plan to include "Good Hope Road", as shown on the Conceptual Development Plan; and (ii) within one hundred eighty (180) calendar days after the date the East-West Thoroughfare Study is completed, amend the Thoroughfare Plan to include the East-West Thoroughfare provided the East-West Thoroughfare Study concludes that the East-West Thoroughfare should be constructed across the "Doe Branch". C. The thoroughfare improvements required herein shall include storm sewer improvements, as required by the Town. d. The Thoroughfare Plan, existing on the Effective Date, shows the extension of "Fish Trap Road" through the Properties, traversing the "Doe Branch" and tributaries, connecting to FM 1385. Such alignment may not be an advantageous alignment due to, among other things, the disturbance of environmentally sensitive areas; therefore, a traffic/thoroughfare alignment study shall be conducted, at Developer's sole cost and expense, by a professional engineer licensed in Texas and mutually and reasonably selected by the Town and Developer (the "East-West Thoroughfare Study"). Developer hereby warrants and agrees that the East-West Thoroughfare Study shall be completed within one (1) year from the date of the ordinance zoning the Properties. If the East-West Thoroughfare Study concludes that an east -west thoroughfare should be constructed across the "Doe Branch" (the "East-West Thoroughfare"), Developer shall construct said thoroughfare at an area that the Town and the Developer mutually and reasonably agree is economically viable and which minimizes the disturbance of the floodplain, as defined in the Subdivision Ordinance, (the "Flood plain") if any. Developer will not be eligible to receive Reimbursements under this Paragraph and Paragraph_ 12 for the costs of the East-West Thoroughfare Study, but Developer will be eligible for Reimbursements under Paragraph 12 for the Construction Costs associated with Developer's construction of the East-West Preannexation Agreement (Mahard) Page 20 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM Thoroughfare in accordance with this Paragraph 6 ("East -Fest Thoroughfare Developer Costs"). e. Except as otherwise provided herein, the Properties are subject to the Thoroughfare Impact Fees set forth in the Impact Fee Ordinances. 7. Storm Sewer improvements. Storm sewer improvements needed, as reasonably determined by the Town, to accommodate storm water run-off from development within the Properties, but not within the thoroughfares required under Pa�ra�raph 6, shall be provided at the time of construction of the Public Improvements within the respective portion of the Properties. Storm sewer improvements solely necessary for development within the Properties, as reasonably determined by the Town based on, among other things, the drainage study submitted in accordance with the Subdivision Ordinance, shall not be subject to the Reimbursements unless otherwise agreed to in writing by the Town and Developer. 8. Reclamation of Floodplain. Developer shall be entitled to reclaim, at its sole cost and expense and subject to no Reimbursements, unless such cost and expense is necessary for the construction of any Public Infrastructure and/or Parkland Improvements in which event, the Construction Costs of such reclamation shall be subject to the Reimbursements under Paragraph 12 a (ii - iv), any portion of the Floodplain as situated on the Properties in accordance with the rules and regulations of the Federal Emergency Management Agency ("FEMA"). Developer shall complete or have completed a creek corridor study within the geographic boundary of the Properties which will include information containing wetlands determination and designation of waters of the U.S. under U.S. Army Corps of Engineers criteria. Developer shall use such study, along with FEMA regulations, to inform and direct the Town and Developer regarding reclamation activity. 9. Parkland Dedication and Community Park Grant/Park Dedication/Fee Requirements. a. Developer shall, at its sole cost and expense as set forth herein, dedicate for public use and reserve for private use of certain persons, including residents and occupants within the Properties, land for park and open space purposes as shown on the Conceptual Development Plan. Land shown as "Community Park" and as "Neighborhood Park" shall be dedicated to the public for park and open space purposes (the "Public Parkland"). Land shown as "Open Space" shall be dedicated to the public, or may be reserved for private use by residents and occupants of the Properties, as reasonably determined by Developer after consultation with the Town, for active and passive recreation uses including, but not limited to, trails, playfields, game courts, golf courses, nature centers, outdoor education centers and/or community gardens (the "Open Space" and, together with the Public Parkland, collectively, the "Parkland"). Within a reasonable time following the Effective Date, Developer and Town will use reasonable efforts to arrive at an overall, mutually agreeable plan for the development and use of the Parkland, including without limitation, the amenities and improvements, (the "Parks Pian"). Preannexation Agreement (Mahard) Page 21 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM The Parks Plan must accompany the first General Development Plan submitted in accordance with this Agreement. Upon the Town's acceptance of the Parkland, dedicated in accordance with this Agreement, the Park Dedication/Fee Requirements for the Properties will be satisfied. In addition, Developer agrees to make a non-refundable grant to the Town for the planning, application, design and/or construction of Parkland Improvements related to the Community Park (the "Community Park Grant"). The Parkland and Community Park Grant shall consist of the following: Neighborhood parks, totaling twenty-two (22) acres (the "Neighborhood Parks"); ii. Open Space, totaling five hundred, fifty-two (552) acres; iii. the Community Park, containing fifty (50) acres; and iv. the Community Park Grant in the amount of $100,000.00. b. The schedule for providing the Parkland and Community Park Grant shall be as follows: i. Neighborhood Park: The Neighborhood Parks shall be dedicated to the Town for public use and constructed simultaneously with the construction of the Public Improvements contained within the platted area in which the Neighborhood Parks is/are located. Developer shall, after consultation with the Town, use reasonable efforts to situate Neighborhood Parks adjacent to School Areas, with the specific location being subject to approval by the Town, which may not be unreasonably withheld, delayed, condition or denied. ii, Open : Open Space identified on a General Development Plan shall be dedicated to the Town for public use, or reserved for private use by Developer, upon the earlier of. (A) within a reasonable period of time after receiving a written request by the Town for such dedication or reservation, such request being based upon the Park Plan in accordance with the General Development Plan wherein such Open Space is located; or (B) upon recordation of a final plat in which such Open Space is located, provided Developer owns the Open Space to be dedicated or reserved. If Developer is not the owner of the Open Space to be dedicated or reserved, the Owners shall, unless otherwise required herein, be required to comply with such requirements as set forth in the Subdivision Ordinance when the Properties, or portions thereof, develop. Preannexation Agreement (Mahard) Page 22 of 58 ::ODMAU'CDOCS\ARBJ\501263\512/12/2007 5:37 PM iii. Community_ Park_: Within three (3) years from the Effective Date, the Community Park shall be dedicated to the Town upon the earlier of: (A) within ninety (90) calendar days of receiving a written request by the Town for such dedication; or (B) at the time the adjacent streets are dedicated to the Town provided Developer owns the land identified as the Community Park; provided, however, the Parties agree that the Community Park dedication shall be in cooperation with and furtherance of the Town's overall park grant efforts. Notwithstanding anything to the contrary herein, if the Developer has not dedicated the Community Park by the time prescribed in the preceding sentence, Owners as applicable, shall dedicate, at absolutely no cost to the Town, the Community Park within three (3) months of a written request by the Town for such dedication. Town shall be fully responsible for Maintenance Obligations of the Community Park upon the Town's acceptance of the dedication. The Town will, within one hundred eighty (180) calendar days after receiving the proposed conveyance instrument, provide the Developer and/or Owners, as applicable, written notice of the Town's acceptance of the dedicated Community Park. iv. Community Park Grant: The Community Park Grant shall be due to the Town on the earlier to occur of. (A) three (3) years from the Effective Date, (B) the date following sixty (60) calendar days written notice from the Town that the Town Council is scheduled to incur any costs associated with the Community Park Grant, or (C) the date following sixty (60) calendar days written notice from the Town that the Town Council is scheduled to award a contract for construction of any Community Park improvement, or portion thereof. The Community Park Grant obligation shall be satisfied by the Developer making payments totaling the amount of the Community Park Grant to, as solely determined by the Town, (i) those consultants or contractors engaged by the Town in furtherance of and/or to implement the purposes of the Community Park Grant or (ii) the Town. Any such payment to said consultants or contractors must be made in accordance with the Town's accounting, auditing and/or other reasonable requirements. C. The total amount of land to be dedicated to the public or reserved by Developer for Parkland shall be in accordance with this Agreement and contain six hundred, twenty-four (624) acres, as preliminarily identified on the Conceptual Development Plan. d. Private Open Space shall be owned and maintained, at absolutely no cost to the Town, by a homeowners association, or other entity, (collectively, "HOA") and made available to owners, residents, and occupants of all or portions of the Properties, members and their respective guests and Preannexation AF-reelnctit (Mahard) Page 23 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM invitees, as determined by Developer in its sole discretion. The documents creating the HOA shall be subject to the review and approval of the Town, which may not be unreasonably withheld, delayed, conditioned or denied, for the purpose of ensuring the ownership and Maintenance Obligations set forth in this Paragraph 9 are adequately and appropriately described therein. e. Except as provided herein, Park Dedication/Fee Requirements shall apply to the development of the Properties. The dedication or reservation of the Parkland in accordance with this Paragraph 9 fulfills all Park Dedication/Fee Requirements solely with respect to the Properties. 10. Parkland Improvements/Park Improvement Fees. a. Except as provided herein, the Park Improvement Fees shall apply to the development of the Properties. Developer may elect to construct, or cause to be constructed, certain improvements, which may include, among other things, irrigation systems, landscapes, playfields, playgrounds, trails and parking, in accordance with the Subdivision Ordinance and any and all requirements and/or approvals of the Town's Parks and Recreation Board (the "Board"), (the "Parkland Improvements") to be located upon, within and along portions of the Parkland. Commencement of construction of the respective Parkland Improvements may be requested in writing by the Town, but shall not be required until the commencement of the development of the particular phase in which the Parkland Improvements are located. The actual costs incurred by the Developer in constructing the Parkland Improvements in accordance with this Paragraph 10 a (the "Parkland Improvements C_ osts") shall be subject to the Reimbursements set forth in Paragraph 12. b. If the Developer does not construct the Parkland Improvements required to be constructed within the Community Park, said Parkland Improvements must be completed by the Town, in accordance with the design, plans, specifications and requirements approved by the Town, upon the later of: (i) three (3) years following the Town's acceptance of the dedication of the Community Park or (ii) the acceptance by the Town of the Public Improvements within the subdivision of the Properties which contains the 2,500"' single family lot within the Properties. C. A hike and bike trail shall be constructed in the Trail Area as identified on and in general conformance with the locations identified in the Parks Plan. Non-exclusive hike and bike trail easements ("Trail Easement(s)") shall be granted to the Town, at no cost to the Town, within areas not dedicated to the Town and shall be constructed and maintained by the Town unless Developer elects to construct and maintain the Trail Easements pursuant to this Agreement; provided, however, under no circumstance shall Developer grant or convey any other easement or conflicting right(s) Preannexats®n Agreement (Mahard) Page 24 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM upon, within, over and/or under any Trail Easement which unreasonably interfere(s) with the Town's rights granted in the Trail Easements. Developer's grant of additional easements and/or conflicting right(s) within any one or more Trail Easement, as allowed in this Paragraph 10 c, shall comply with all applicable local, state and federal laws, ordinances, rules, regulations and/or requirements, as they exist, may be amended or in the future arising. Use of Trail Easements for utility work or other rights reserved shall be subject to the requirement that any trail improvements disturbed and/or damaged by such work be restored to the condition said improvements were found before such work was undertaken. d. Except as otherwise provided herein, -Developer shall maintain or cause to be maintained, at its sole cost and expense, the Parkland and the Parkland Improvements within a respective phase of development within the Properties for a period of three (3) years (the "Developer's Maintenance Obligation(s)") after completion of the Parkland and/or Parkland Improvements, as applicable, within such phase of development. Developer's Maintenance Obligation shall begin on the date that the respective Parkland and/or Parkland Improvements is/are accepted by the Town and shall end three (3) years from and after such date of Town acceptance (the "Maintenance Period"). e. After the expiration of the Maintenance Period, Developer retains the right, but not the obligation, to maintain or cause to be maintained, at its sole cost and expense, the Parkland and the Parkland Improvements, or any portion thereof, for any period of time desired by Developer and set forth in a Related Documents. If Developer does not elect to maintain all or a portion of the Parkland after the expiration of the Maintenance Period, the Town will maintain the Parkland and the Parkland Improvements, or portion thereof as applicable. Developer shall provide written notification to the Town thirty (30) calendar days prior to the expiration of the Maintenance Period of whether it will or will not continue with Developer's Maintenance Obligation after the expiration of the Maintenance Period. If Developer fails to provide the written notification as required in this Paragraph 10 e, Developer's Maintenance Obligation and the Maintenance Period shall extend until such time as Developer provides the 30 -day notice described herein. 11. Di-ainag_e Buffer Area. Upon recordation of a final plat for any phase of development within which Floodplain is located, Developer shall convey or cause to be conveyed to the Town, at no cost to the Town, a nonexclusive drainage and floodway/Floodplain easement, and the Town shall accept such easement, in the form reasonably approved by the Town, measuring approximately twenty-five (25) feet outside of the geographic boundary of the 100 year fully developed Floodplain, as reclaimed, to, among other matters, prevent degradation of the Floodplain, protect adjacent property and provide access to the Parkland (the "Drainage 13 a ffer Area"). The area set aside for the Drainage Buffer Area shall be measured from the (i) edge of the Floodplain where slopes are equal to or less than a horizontal to vertical ratio of three Preannexation Agreement (Mahard) Page 25 of 58 ::ODMA\PCDOCS\ARB7\501263\512/12/2007 5:37 PM (3) to one (1) or (ii) top of the slope outside the limits of the Floodplain where a horizontal to vertical ratio of three (3) to one (1) is obtained. Developer and the Town shall cooperate in determining the boundary of the Drainage Buffer Area such that the Drainage Buffer Area shall comply with the Town's drainage regulations, standard, rules and/or requirements, as they exist, may be amended or in the future arising. 12. Reimbursements. a. Except as otherwise set forth herein, the Town shall reimburse Developer for (i) Third Party ROW Acquisition Fees, (ii) East-West Thoroughfare Developer Costs, (iii) Parkland Improvements Costs; and (iv) the Construction Costs for the Public Infrastructure Paragraph 12 a i -iv collectively, as the "Developer's Costs"). Reimbursement of Developer's Costs shall be accomplished by the Developer and the Town entering into one or more subsequent written agreements which will provide for, among other things, the method, schedule and means for making said reimbursements through the use of one or more of the following sources: (1) applying a credit, or a reimbursement plan if Developer has previously paid, of one hundred percent (100%) of the Impact Fees and/or Park Improvement Fees, as applicable, which have been assessed and/or collected, as applicable by the Town solely from the Properties; and (2) any other method permitted by applicable law and agreed to in writing by Developer and the Town ((1) and (2) collectively, the "Reimbursements"). b. The ,,own and Developer agree that Developer is relying upon the Town's agreement to provide the Reimbursements in entering into this Agreement and that all subsequent agreements required under this Paragraph 12 will be negotiated in good faith, completed within a reasonable time and based upon reasonable terms and conditions so as to meet the intent of this Paragraph 12. C. Prior to receiving any Reimbursement described in this Paragraph, Developer shall tender to the Town evidence, in a form(s) reasonably acceptable to the Town, that the subject Developer's Costs have been incurred and paid by Developer, including but not limited to, affidavits of payment/affidavits as to debts and liens and any other evidence reasonably required by Town. d. Since the cumulative total of Developer's Costs does not exceed thirty percent (30%) of the full scope of public improvements Developer will be required to construct to serve the Properties, this Agreement constitutes a "Developer Participation Contract" and is exempt from the requirements of Chapter 252 of the Local Government Code pursuant to Subchapter C of Preannexation Agreement (Mahard) Page 26 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM Chapter 212 of the Local Government Code. Nevertheless, in the bidding of construction contracts for any of the Public Improvements, the following shall be required: i. Developer shall bid the construction with three (3) contractors qualified by the Town; ii. Developer shall provide the Town with copies of the bids within five (5) business days of Developer's receipt of same; iii. Developer shall execute a contract, in a form reasonably approved by the Town, with the lowest responsible bidder, as mutually and reasonably determined by the Town and Developer; iv. all plans and specifications for the Public Improvements shall be approved by the Town prior to the commencement of any construction of same; and V. construction of the Public Improvements shall be in accordance with the Town's approved engineering plans, specifications, designs and all other, then existing, applicable ordinances, rules and regulations of the Town as further described in Paragraph 4 i. 13. Third Party Public Infrastructure Easements/ROW. The Parties shall cooperate with each other in obtaining the Third Party Public Infrastructure Easements/ROW. The Third Party Public Infrastructure Easements/ROW will be obtained as follows: a. Developer's Responsibilities. Developer shall be responsible for any and all costs and expenses associated with acquiring, by purchase or condemnation, all Third Party Public Infrastructure Easements/ROW, including, but not limited to, title work, appraisals, expert fees, attorneys' fees and expenses, engineering fees and expenses, surveying fees and expenses, court costs, commissioner's fees and costs of appeal, if any (individually, "Third Party Easement Acquisition Fees" and "Third Par ROW Ac uisition Fees" and collectively, "Third Party Easement/ROW Acquisition Fees"). If requested by the Town, Developer shall, at its sole cost and expense, lead all easement and/or right-of-way acquisition efforts for the Third Party Public Infrastructure Easements/ROW, including, but not limited to, providing all necessary engineering and surveying support required to obtain the Third Party Public Infrastructure Easements/ROW as required herein. Developer shall pay any and all Third Party Easement/ROW Acquisition Fees within thirty (30) calendar days of receiving a written request from the Town for the same. b. Town's Rights and Responsibilities. The Town will, at Developer's sole cost and expense, provide, among any other assistance deemed necessary Preannexation Agreement (Mahard) Page 27 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM by the Town, technical, engineering, legal and administrative assistance, as selected by the Town, to acquire, by purchase or condemnation, the Third Party Public Infrastructure Easements/ROW. The Town shall review and approve any and all documents associated with the Third Party Public Infrastructure Easements/ROW required herein. If the Town determines, in its sole discretion, that condemnation proceedings are necessary to secure the Third Party Public Infrastructure Easements/ROW, the Town shall have the right to, at Developer's sole cost and expense, take any and all steps the Town deems necessary to initiate said proceedings. C. Recordation: The Third Party Public Infrastructure Easements/ROW shall be filed and recorded prior to the commencement of construction of the Public Improvements or any portion thereof, unless a right of entry is secured, a condemnation award is tendered with the Registry of the Court and/or a right of possession by any other means is obtained on an earlier date. d. Reirnbursement. Notwithstanding any language of this paragraph 13 to the contrary, all Third Party ROW Acquisition Fees incurred by Developer, which have been reasonably approved by the Town prior to Developer incurring the same, whether or not such costs are described as costs for which Developer is responsible or solely responsible, or as a sole cost or expense of Developer, shall be subject to the Reimbursements pursuant to Paragraph 12. In this connection, Developer hereby acknowledges and agrees that notwithstanding anything to the contrary herein, it shall not, under any circumstance, be subject and/or entitled to Reimbursements described in Paragraph 12 for any Third Party Easement Acquisition Fees incurred by Developer. 14. Fees and Charges. a. Except as provided herein, the Construction Fees shall apply to the development of the Properties. b. Development of the Properties shall be subject to payment to the Town of certain fees and charges applicable to the Town's preliminary and final plat review and approval process. C. All improvements and infrastructure to be dedicated to the Town shall be inspected and approved by the Town, which shall not be unreasonably withheld, delayed, denied or conditioned, prior to acceptance of the dedication. The Town may charge an inspection fee, as set forth in the Subdivision Ordinance, to cover the costs of inspections ("Inspection Fees"). Inspection Fees are an actual cost attributable to Public Improvements and shall be paid by Developer. Notwithstanding the Preannexation A regiment (Mahard) Page 28 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM foregoing, Inspection Fees for Public Improvements completed by Developer which are on the CIP shall be waived. d. The Town may assess and collect Impact Fees (including utility, road and/or other impact fees) within the Properties in accordance with Chapter 395 of the Local Government Code and the ordinances of the Town adopted thereunder, whether now existing or in the future arising. e. The Town may assess and collect tap fees, connection fees, pro rata fees and the like within the Properties in accordance with ordinances of the Town, whether now existing or in the future arising. The fee schedule applicable to the Properties shall be that which is uniformly applied throughout the corporate limits of the Town. f The Town may assess and collect Park Improvement Fees within the Properties in accordance with ordinances of the Town, whether now existing or in the future arising. The fee schedule applicable to the Properties shall be that which is uniformly applied throughout the corporate limits of the Town. 15. Default/Remedies. a. No Party shall be in default under this Agreement until written notice of the alleged failure of such Party to perform has been given (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time determined based on the nature of the alleged failure, but in no event less than thirty (30) calendar days after written notice of the alleged failure has been given, subject to Force Majeure; however, such period shall be extended for such reasonable periods that may be required under the circumstances so long as the breaching Party is diligently prosecuting the cure of such breach to completion not to exceed ninety (90) calendar days from receipt of the notice of failure to perform described herein. The non -defaulting Party may, at its sole option and in writing, extend the time to cure for a duration reasonable under the circumstances. b. Remedies. (i) In the event Developer and/or Owners, individually and/or collectively, fail(s) to comply with any of the provisions of this Agreement after being provided with the notice described in Paragraph 18 a and failing to cure the breach as provided therein, the Town shall have the following remedies in addition to the Town's other rights and remedies, at law or in equity: Preannexation Agreement (Mahard) Page 29 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM (A) to, without notice or any other action of the Town, immediately cease to issue any and all building permits for the Approved Plat containing the Properties, or any portion thereof, in which such default occurs; and/or (B) to, without notice or any other action of the Town, immediately cease to issue any and all building permits within any portion of the most recent Approved Plat (determined on the date the Town invokes a remedy herein), which may or may not be the subject of such default; and/or (C) to, without notice or any other action of the Town, refuse to accept the submission of any future plat, preliminary and/or final, for the Properties, or portion thereof, and/or cease consideration of any existing plat, preliminary and/or final, which has been submitted to the Town, but which has not yet been approved in accordance with the Subdivision Ordinance; and/or (D) to, without notice or any other action of the Town, refuse to release engineering plans for any construction on any of the Properties, or portion thereof, and/or (E) to refuse to accept any portion of any public improvements on the Properties, or any portion thereof, and/or associated with the development of the Properties, or any portion thereof, and/or (F) to refuse to finally accept the Properties and/or any portion thereof; and/or (G) to seek specific enforcement of this Agreement. (ii) In the event the Town fails to comply with the terms and conditions of this Agreement, after being provided with the notice described in Paragraph 15 a and failing to cure the breach as provided therein, Developer and/or Owners, as applicable, may seek any remedy available to it/them at law or in equity. (iii) Notwithstanding the foregoing, each Party agrees that if any threatened or actual breach under this Agreement arises, which reasonably constitutes immediate, irreparable harm to another Party for which monetary damages is an inadequate remedy, equitable remedies may be sought by the non -defaulting Party, without providing the notice described in Paragraph 15 a, and awarded in a court of competent jurisdiction without requiring the non -defaulting Party to post a bond. Preannexation Agreement (Mahard) Page 30 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM 16. Covenant Runningwit. This Agreement shall be a covenant running with the land and the Properties and shall be binding upon Developer and Owners. In addition, the Parties shall cause this Agreement to be filed in the Land Records of Denton County. Notwithstanding the foregoing, the obligations herein that burden the Properties shall be released automatically as to each lot therein which is conveyed subsequent to the final plat for the Properties, or portion thereof, being reviewed, approved and executed by the Town and filed in the Denton County Land Records. Any third party, including any title company, grantee or lien holder, shall be entitled to rely on the immediately preceding sentence to establish whether such termination has occurred with respect to any lot. 17. Limitations of Agreement. The Parties hereto acknowledge that this Agreement is limited to the matters discussed herein. Town ordinances covering property taxes, utility rates, permit fees, inspection fees, development fees, thoroughfare, water and wastewater impact fees, tap fees, pro -rata fees and the like are not affected by this Agreement unless specifically described herein. Further, this Agreement does not waive or limit any of the obligations of Developer and/or Owners, individually and collectively, to Town under any other ordinance, whether now existing or in the future arising. 18. Term. The term of this Agreement shall begin upon the Effective Date and end upon the earlier of (a) fifteen (15) years after the Effective Date (unless extended or shortened by mutual agreement of Developer and the Town), or (b) the complete performance of all obligations and conditions precedent by each Party owing to the other Party(ies) hereunder (the 19. INDEMNIFICATION. A. SUBJECT TO PARAGRAPH 19 C, DEVELOPER AND/OR OWNERS, INDIVIDUALLY AND/OR COLLECTIVELY, AND ON BEHALF OF ITS/THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, CONTRACTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES, HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES, AND/OR TRUSTEES, DOES/DO HEREBY AGREE TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS TOWN AND ITS TOWN COUNCIL MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES FROM AND AGAINST ALL DAMAGES, INJURIES (INCLUDING DEATH), CLAIMS, PROPERTY DAMAGES (INCLUDING LOSS OF USE), LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES INCURRED IN ENFORCING THIS INDEMNITY) (THE "DI?FENSE COSTS AND EXPENSES"), CAUSED BY THE NEGLIGENT, GROSSLY NEGLIGENT, AND/OR INTENTIONAL ACT AND/OR OMISSION OF THE DEVELOPER AND/OR OWNERS, INDIVIDUALLY AND/OR COLLECTIVELY, ITS/THEIR RESPECTIVE OFFICERS, Preannexation Agreement (Mahard) Page 31 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/ 12/2007 5:37 I'M DIRECTORS, PARTNERS CONTRACTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES, TRUSTEES, SUBCONTRACTORS, LICENSEES, INVITEES, HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES AND/OR ANY OTHER THIRD PARTIES FOR WHOM SUCH DEVELOPER AND/OR OWNERS IS/ARE LEGALLY RESPONSIBLE, IN ITS/THEIR PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, THE CONSTRUCTION, INSTALLATION AND/OR PROVISION OF THE PUBLIC IMPROVEMENTS, IN WHOLE OR IN PART, REGARDLESS OF THE JOINT OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF TOWN AND/OR A CLAIM, DEMAND AND/OR SUIT REGARDING THE VALIDITY OF THIS AGREEMENT, OR ANY PORTION HEREOF (THE "CLAIM(S)"). THIS INDEMNIFICATION PROVISION AND THE USE OF THE TERM "CLAIM(S)" IS ALSO SPECIFICALLY INTENDED TO APPLY TO, BUT NOT LIMITED TO, ANY AND ALL CLAIMS, WHETHER CIVIL OR CRIMINAL, BROUGHT AGAINST TOWN BY ANY GOVERNMENT AUTHORITY OR AGENCY RELATED TO ANY PERSON PROVIDING SERVICES UNDER THIS AGREEMENT THAT ARE BASED ON ANY FEDERAL IMMIGRATION LAW AND ANY AND ALL CLAIMS, DEMANDS, DAMAGES, ACTIONS AND CAUSES OF ACTION OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, EXISTING OR CLAIMED TO EXIST, RELATING TO OR ARISING OUT OF ANY EMPLOYMENT RELATIONSHIP BETWEEN DEVELOPER AND/OR OWNERS, AS APPLICABLE, AND ITS/THEIR RESPECTIVE EMPLOYEES OR SUBCONTRACTORS AS A RESULT OF THAT SUBCONTRACTOR'S OR EMPLOYEE'S EMPLOYMENT AND/OR SEPARATION FROM EMPLOYMENT WITH THE DEVELOPER AND/OR OWNERS, AS APPLICABLE, INCLUDING BUT NOT LIMITED TO, ANY DISCRIMINATION CLAIM BASED ON SEX, SEXUAL ORIENTATION OR PREFERENCE, RACE, RELIGION, COLOR, NATIONAL ORIGIN, AGE OR DISABILITY UNDER FEDERAL, STATE OR LOCAL LAW, RULE OR REGULATION, AND/OR ANY CLAIM FOR WRONGFUL TERMINATION, BACK PAY, FUTURE WAGE LOSS, OVERTIME PAY, EMPLOYEE BENEFITS, INJURY SUBJECT TO RELIEF UNDER THE WORKERS' COMPENSATION ACT OR WOULD BE SUBJECT TO RELIEF UNDER ANY POLICY FOR WORKERS COMPENSATION INSURANCE, AND ANY OTHER CLAIM, WHETHER IN TORT, CONTRACT OR OTHERWISE. IN THIS CONNECTION, DEVELOPER AND/OR OWNERS, INDIVIDUALLY AND/OR COLLECTIVELY, AND ON BEHALF OF ITS/THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, CONTRACTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES, HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES AND/OR TRUSTEES, AGREE(S) TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS Preannexation Agreement (Mahard) Page 32 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM TOWN, ITS TOWN COUNCIL MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES, FOR TOWN'S, ITS TOWN COUNCIL MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES AND/OR EMPLOYEES, OWN NEGLIGENCE, IN WHATEVER FORM, ARISING OUT OF ANY ACT OR OMISSION, TAKEN OR FAILED TO BE TAKEN BY TOWN, RELATING IN ANY MANNER TO THIS AGREEMENT, IN WHOLE OR IN PART, REGARDLESS OF CAUSE OR ANY CONCURRENT OR CONTRIBUTING FAULT OR NEGLIGENCE OF TOWN. DEVELOPER AND/OR OWNERS, INDIVIDUALLY AND/OR COLLECTIVELY, IS/ARE EXPRESSLY REQUIRED TO DEFEND TOWN AGAINST ALL SUCH CLAIMS, AND TOWN IS REQUIRED TO REASONABLY COOPERATE AND ASSIST DEVELOPER AND/OR OWNERS IN PROVIDING SUCH DEFENSE; PROVIDED, HOWEVER, IF A COURT OF COMPETENT JURISDICTION SIGNS A JUDGMENT THAT BECOMES FINAL AND NON -APPEALABLE, DETERMINING THAT TOWN (WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY) HAS JOINT, CONCURRENT OR SOLE NEGLIGENCE FOR THE CLAIMS, IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (THE "JUDGMENT"), THEN DEVELOPER AND/OR OWNERS, AS APPLICABLE, IS/ARE NOT REQUIRED TO INDEMNIFY OR DEFEND TOWN TO THE EXTENT OF THE NEGLIGENCE APPORTIONED TO TOWN FOR EACH CAUSE(S) OF ACTION IDENTIFIED IN THE JUDGMENT. IN THE EVENT THE JUDGMENT PROVIDES THAT TOWN IS JOINTLY, CONCURRENTLY, OR SOLELY NEGLIGENT FOR THE CLAIMS REFERRED TO THEREIN, TOWN AGREES TO REIMBURSE DEVELOPER AND/OR OWNERS, AS APPLICABLE, FOR ALL REASONABLE AND NECESSARY COSTS INCURRED AND PAID BY DEVELOPER AND/OR OWNERS, AS APPLICABLE, THAT ARE ATTRIBUTABLE TO TOWN'S PERCENTAGE OF JOINT, CONCURRENT, OR SOLE NEGLIGENCE, AS SET FORTH IN THE JUDGMENT, INCLUDING REASONABLE AND NECESSARY ATTORNEY'S FEES AND EXPENSES, TO DEVELOPER AND/OR OWNERS, AS APPLICABLE, WITHIN ONE HUNDRED TWENTY (120) CALENDAR DAYS OF THE DATE OF THE JUDGMENT. B. IN ITS REASONABLE DISCRETION, TOWN SHALL HAVE THE RIGHT TO APPROVE DEFENSE COUNSEL TO BE RETAINED BY DEVELOPER AND/OR OWNERS, AS APPLICABLE, IN FULFILLING ITS/THEIR OBLIGATION(S) HEREUNDER TO DEFEND AND INDEMNIFY TOWN, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY TOWN IN WRITING. TOWN'S APPROVAL MUST BE IN WRITING AND CANNOT BE UNREASONABLY WITHHELD, DELAYED, CONDITIONED OR DENIED. TOWN RESERVES THE RIGHT TO PROVIDE A PORTION OR ALL OF ITS OWN DEFENSE; HOWEVER, TOWN IS UNDER NO OBLIGATION TO DO SO. DEVELOPER AND/OR OWNERS, AS APPLICABLE, SHALL SUBMIT TO TOWN FOR WRITTEN APPROVAL Preannexation Ap_rcement (Mahard) Page 33 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM ITS/THEIR SELECTED DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF TOWN'S WRITTEN NOTICE THAT TOWN IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT. IF WRITTEN APPROVAL IS REASONABLY WITHHELD, DELAYED, CONDITIONED OR DENIED BY TOWN, FOR REASONS SUCH AS, AMONG OTHERS, LACK OF COMPETENCE, LACK OF EXPERIENCE, POOR REPUTATION, CONFLICT OF INTEREST OR PERSONALITIES OR ANY OTHER REASONABLE BASIS, THEN DEVELOPER AND/OR OWNERS, AS APPLICABLE, SHALL SUBMIT TWO (2) ADDITIONAL ATTORNEYS TO BE CONSIDERED AND POSSIBLY APPROVED BY THE TOWN. THIS PROCESS SHALL CONTINUE IN THIS MANNER UNTIL THE TOWN APPROVES, IN WRITING, ITS DEFENSE COUNSEL. DEVELOPER AND/OR OWNERS, AS APPLICABLE, SHALL RETAIN DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF RECEIPT OF TOWN'S WRITTEN APPROVAL. IF DEVELOPER AND/OR OWNERS, AS APPLICABLE, FAILS) TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, TOWN SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF, AND DEVELOPER AND/OR OWNERS, INDIVIDUALLY AND/OR COLLECTIVELY, SHALL BE LIABLE FOR ALL COSTS INCURRED BY TOWN, INCLUDING ANY AND ALL ATTORNEYS' FEES AND COSTS. TOWN AND DEVELOPER AND/OR OWNERS SHALL MUTUALLY COOPERATE IN THE CONSIDERATION OF, AND/OR NEGOTIATION OF, OFFERS TO SETTLE OR COMPROMISE CLAIMS. NEITHER TOWN NOR DEVELOPER AND/OR OWNERS SHALL SETTLE OR COMPROMISE ANY CLAIM FOR WHICH THE OTHER PARTY(IES) MAY BE LIABLE FOR PAYMENT HEREUNDER WITHOUT FIRST PROVIDING THE OTHER(S) WRITTEN NOTICE OF THE TERMS OF SUCH PROPOSED SETTLEMENT OR COMPROMISE REASONABLY IN ADVANCE OF SETTLING OR COMPROMISING SUCH CLAIM AND SHALL OBTAIN THE OTHER'S(S9) CONCURRENCE THERETO; SAID CONCURRENCE NOT TO BE UNREASONABLY WITHHELD, DELAYED, CONDITIONED OR DENIED. SHOULD THE PARTIES BE UNABLE TO AGREE ON THE PROPOSED SETTLEMENT OR COMPROMISE, THE PARTY(IES) DESIRING TO SETTLE AS PROPOSED MAY ENTER INTO THE SETTLEMENT WITHOUT THE OTHER PARTY(IES) WAIVING OR RELEASING ANY OF ITS/THEIR RIGHTS WITH REGARD TO THE MATTERS THERETO. C. DEVELOPER'S AND OWNERS', INDIVIDUAL AND/OR COLLECTIVE, OBLIGATION(S) TO ADVANCE ONE HUNDRED PERCENT (100%) OF THE DEFENSE COSTS AND EXPENSES FOR THE CLAIMS) SHALL ONLY EXTEND TO THE FIRST $1009000.00 OF THE DEFENSE COSTS AND EXPENSES (SPECIFICALLY AND INTENTIONALLY EXCLUDING ANY AND ALL ATTORNEYS' FEES AND EXPENSES INCURRED IN ENFORCING THIS INDEMNITY PARAGRAI'II 19) SO INCURRED BY DEVELOPER AND/OR OWNERS IN STRICT CONFORMANCE WITH THIS PARAGRAPH Preannexation Atrt•eement (Mahard) Page 34 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM 19 FOR EACH OCCASION THE OBLIGATIONS SET FORTH IN THIS PARAGRAPH 19 ARE REQUIRED AND/OR INVOKED (THE "ADVANCED DEFENSE COSTS AND EXPENSES"). AT SUCH TIME AS THE DEVELOPER AND/OR OWNERS, AS APPLICABLE, HAS/HAVE INCURRED THE ADVANCED DEFENSE COSTS AND EXPENSES, 'THEREAFTER DEVELOPER AND/OR OWNERS, AS APPLICABLE, AND THE TOWN SHALL EACH ADVANCE FIFTY PERCENT (SO%) OF ALL FUTURE DEFENSE COSTS AND EXPENSES INCURRED IN DEFENDING THE CLAIMS) FOR EACH OCCASION THE OBLIGATIONS SET FORTH IN THIS PARAGRAPH 19 ARE REQUIRED AND/OR INVOKED (THE "FUTURE DEFENSE COSTS AND EXPENSES"). DEVELOPER AND/OR OWNERS, AS APPLICABLE, AND THE TOWN AGREE THAT THE ADVANCED DEFENSE COSTS AND EXPENSES AND FUTURE DEFENSE COSTS AND EXPENSES, INCURRED BY DEVELOPER AND/OR OWNERS, AS APPLICABLE, AND/OR THE TOWN, SHALL BE SUBJECT TO REIMBURSEMENT TO THE OTHER BASED ON THE PERCENTAGE OF JOINT, CONCURRENT, OR SOLE NEGLIGENCE ATTRIBUTABLE TO EACH, IF ANY, IN THE JUDGMENT, SAID REIMBURSEMENT TO BE PAID WITHIN ONE HUNDRED TWENTY (120) CALENDAR DAYS OF THE DATE OF THE JUDGMENT. D. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE MAHARD 2003 PARTNERSHIP, L.P. AND MAHARD EGG FARM, INC., AS THE MAHARD OWNER ON THE EFFECTIVE DATE, AGREE, INDIVIDUALLY AND COLLECTIVELY, TO PROVIDE THE OBLIGATIONS SET FORTH IN THIS PARAGRAPH 19 ONLY WITH RESPECT TO A CLAIM THAT ARISES ON, RESULTS FROM AND/OR WITH RESPECT TO, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY: (I) (A) THE MAHARD PROPERTY; AND (B) SUCH CLAIM AROSE WHILE THE MAHARD 2003 PARTNERSHIP, L.P. AND/OR MAHARD EGG FARM, INC., AS APPLICABLE, OWNED THE PORTION OF THE MAHARD PROPERTY THAT IS THE SUBJECT OF THE CLAIM, OR UPON WHICH THE CLAIM AROSE; AND/OR (II) THE MAHARD 2003 PARTNERSHIP, L.P. AND/OR MAHARD EGG FARM, INC., ITS/THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, INVITEES, HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES AND/OR ANY OTHER THIRD PARTIES FOR WHOM THE MAHARD 2003 PARTNERSHIP, L.P. AND MAHARD EGG FARM, INC., AS APPLICABLE, IS/ARE LEGALLY RESPONSIBLE. THE LIMITATION SET FORTH IN THIS PARAGRAPH 19 D SHALL ONLY APPLY TO THE MAHARD 2003 PARTNERSHIP, L.P. AND MAHARD EGG FARM, INC., AS THEY EXIST ON THE EFFECTIVE DATE, AND TO NO OTHER ENTITY AND/OR PERSON LISTED IN PARAGRAPH 40 BELOW, INCLUDING BUT NOT LIMITED TO, ANY AND ALL SUCCESSORS, GRANTEES AND ASSIGNEES OF THE MAHARD 2003 PARTNERSHIP, L.P. AND MAHARD EGG FARM, INC. IN THIS CONNECTION, EXCEPT AS PROVIDED IN THIS PARAGRAPH 19 D, THE OBLIGATIONS OF THE MAHARD OWNER SHALL BE AS SET FORTH IN THIS AGREEMENT. Preannexation Agreement (Mahard) Page 35 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM E. THIS PARAGRAPH 19 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 4. Attomey's Fees. In any legal proceeding brought to enforce the terms of this Agreement, the prevailing Party may recover its reasonable and necessary attorneys fees from the non -prevailing Party as permitted by Section 271.159 of the Local Government Code, as it exists or may be amended. 21. :Incorporation of Recitals. The representations, covenants and recitations set forth in the foregoing recitals of this Agreement are true and correct and are hereby incorporated into the body of this Agreement and adopted as findings of the Town and the authorized representatives of Developer and Owners. 22. Developer's/Owners' Warranties/Representations. All warranties, representations and covenants made by Developer and Owners, individually and collectively, in this Agreement or in any certificate or other instrument delivered by Developer and/or Owners, as applicable, to the Town under this Agreement shall be considered to have been relied upon by the ToNNmi and will survive the satisfaction of any fees under this Agreement, regardless of any investigation made by the Town or on the Town's behalf. 23. Entire Agreeranent. This Agreement contains the entire agreement of the Parties with respect to the matters contained herein and may not be modified or terminated except upon the provisions hereof or by the mutual written agreement of the Parties hereto. 24. Written Agreements. Any agreement, consent, approval, acceptance, notice, correspondence, information and/or other documentation required anal/or referred to in this Agreement shall be in writing. Any agreement or Related Document required and/or referred to in this Agreement shall be in writing and executed by the necessary Parties. No agreement or Related Document required and/or referred to in this Agreement may be anrerided and/or modified except on written consent of the necessary Parties thereto. 25. Dedications/Pavrnent of Fees or Other Requirements. Any dedication, payment: of fees or other requirem--nts for which this Agreement reflects as beim satisfied upon completion of ail obligation set iorth herein shall only apply to the Properties as described on the Effective Date of this Agreementt and shall not, in any way or manner, describe and/or be (,ons;Jered satisfied for any additional property for which the Town agrees to incorporate into this Agreement after the initial execution hereof unless otherwise expressly provided at the time of incorporation. 26. Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. A facsimile signature will also be deemed to constitute an original if properly executed. 27. Rorewntations. Each signatory represents this Agreement has been read by the Party for which this Agreement is executed and that such Party has had an opportunity to confer with its counsel. Prennii+exariari Ap-reemid (Mahard) Peace 36 of 58 CDN:NTCh.7CS\ARBJ\SO!2u31512/i7_!2007 5:37 PM 28. Sovereign Immunity_. The Parties agree that the Town has not waived its sovereign immunity by entering into and performing its obligations under this Agreement, except as to Chapter 271, Subchapter I of the Local Government Code. 2.9. Indemnification. The Parties agree that the indemnity provisions set forth in Paragraphs 19 and 47 herein are conspicuous, and the Parties have read and understood the same. 30. Miscellaneous Drafting Provisions. This Agreement shall be deemed drafted equally by all Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the.language herein is to be construed against any Party shall not apply. Headings in this Agreement are for the convenience of the Parties and are not intended to be used in construing this document. All exhibits, schedules and addenda attached to this Agreement are incorporated herein by reference and for. all purposes. ' 31. Venue. This Agreement shall be construed in accordance with the laws of the State of Texas and shall be performable in Denton County, Texas. 32. No Third Party Beneficiaries. '.Nothing in this Agreement shall be construed to create any right in any third party not a signatory to this Agreement, and the Parties do not intend to create any third party beneficiaries by entering into this Agreement. 33. Consideration. This Agreement is executed by the Parties without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed. 34. Authority to Execute. The individuals executing this Agreement on behalf of the respective Parties represent to each other that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the, Party: for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the Party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the Effective Date. 35. Savings/Severability. If a court determines one or more of the provisions of this Agreement to be unenforceable, it shall first seek to limit or construe: the salve in a fashion that renders the same enforceable. In case any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable ir. any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 36. Conveyances. All conveyances required by this Agreement shall be in a form reasonably acceptable to the Town and/or PISD, as applicable, and in good and marketable title in fee simple to the subject property(ics), free and clear of any and all liens, encumbrances, conditions, easements, assessments and restrictions, except for exceptions to coverage listed in a title binder to be provided and reasonably approved by the Town and/or PISD, as applicable, prior to conveyance. 11'reannexatiVI AgreeMent (Mahard) Page 37 of 58 ::ODMA\PCDOCS\,kF.BJ\501'!63\512/1212007 5:37 PM 37. Assignment. This Agreement is assignable upon the following conditions: a. the assignment of this Agreement must be evidenced by a recordable document. The recordable document referred to in this Paragraph is subject to the approval of the Town, such approval not to be unreasonably withheld, conditioned, delayed or denied; b. at the time of any assignment, the assignor must give the assignee written notice that any and all obligations, covenants and/or conditions contained in the Agreement will be assumed solely and completely by assignee. The notice provided pursuant to this Paragraph 37 is subject to the approval of the Town, such approval not to be unreasonably withheld, conditioned, delayed or denied; C. the assignor will file any approved assignment in the land records of Denton. County, Texas, and provide the Town with a file -marked copy of same within_ thirty (30) calendar days of approval and execution of the assignment in accordance with this Paragraph 37; and d. the assignor shall provide the Town with the name, address, phone number, fax number and the name of a contact person for the assignee. 38. Waiver. Waiver by any Party of any breach of this Agreement, or the failure of anti- Party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit or waive such Party's right thereafter to enforce and compel strict compliance. 39. Reliance. Developer and Town have relied (in negotiating and entering this Agreement) and will continue to rely (in performing under this Agreement), to the material detriment of each, upon the enforceability of this Agreement (and, particularly, on the enforceability of the waivers contained herein) as part of the consideration for entering and performing under. this Agreement; and, for such reliance, Developer and Town would not have entered this Agreement. 40. Reference to Parties/13 ndin�Effect. a. When referring to Developer, this Agreement shall refer to and be binding upon Developer, its successors and/or assignees. b. When referring to Owners, this Agreement shall refer to and be binding upon Owners as follows: (i) FC Prosper, its successors and/or assignees; and (ii) The -Mahard 2003 Partnership, L.P. and Mahard Egg Farm, Inc., individually and collectively, and their respective general partners, officers, directors, representatives, 'agent, employees, contractors, successors, heirs, executors, administrators, legal representatives, assignees, grantees and/or trustees. Preannexatio Aneem nt (Mahard) Page 38 of 58 ::0DNrATCD0CSARBJ\501263\512!12%2007 5:37 P%4 C. When referring to the Town, this Agrceny.ent shall refer to and be binding upon the Town of Prosper, 'texas, its officers, representatives, agents and employees. d. This Agreement shall be binding upon and inure to the benefit of Developer, Owners and Town. 41. Notices. Any notice provided or permitted to be given under this Agreement must be in writing and may be served by depositing same in the United States mail, addressed to the Party to be notified, postage pre -paid and registered or certified with return receipt requested, or by delivering the same in person to such Party via a prepaid hand -delivery service, Federal Express or any courier service that provides a return receipt showing the date of actual delivery of same to the addresses thereof. Notice given in accordance herewith shall be effective upon receipt at the address of the addressee. For purposes of notice, the addresses of the Parties shall be as follows: If to Developer: David R. Blom Regional Director Forest City Land Group — South West Division 6860 North Dallas Parkway, Suite 200 Plano; Texas 75024 Phone: (972) 265-7968 Fax: (972) 265-7970 Email: davidblom;1-fomsteity.net With copy to: William S. Dahlstrom Bryan Birkeland Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas 75202 If to Mahard Owner: The Mahard 2003 Partnership, L.P. Mahard Egg Farm, Inc. 1820 Preston Park, Suite 1650 Plano, Texas 75093 Phone: (972) 943-9300 Fax: (972) 943-9301 Attn: Ernest A. Mahard, Jr. With a copy to: Terry Alan Taylor, Esq. Addison Law Firm 14901 Quorum Drive, Suite 650 Dallas, Texas 75254 Phone: (972) 341-8143 Fax: (972) 960-8677 Email: terry4812, ahoo.cnm ['reajinexatiog Agrceiii4 ixt (Mahard) Page 39 of 58 ::ODMA\PCDOCS\ARBJ\501'63\5i2/12/2007 5:37 Pb9 If to Prosper, to: 'Town Manager Town of Prosper 121 W. Broadway Prosper, TX 75078 With copy to: Abernathy Roeder Boyd & Joplin, P.C. 1700 Redbud Boulevard. Suite 300 McKinney, TX 75070 Attn: Rebecca Brewer If to FC Prosper: David R. Blom Regional Director Forest City Land Group — South West Division 6860 North Dallas Parkway, Suite 200 Plano, Texas 75024 Phone: (972) 265-7968 Fax: (972) 265-7970 Email: davidblom mforesteity.net If to PISD: Superintendent Prosper Independent School District 605 E. 7t" Street Box 100 Prosper, Texas 75078 Phone: (972) 346-3316 Fax: (972) 316-9247 42. Time. Time is of the essence in the performance by the Parties of their respective obligations under_ this Agreement. Development milestones identified at Exhibit "G" shall be strictly complied with, subject to the notice and cure provisions of Paragrqph _15, unless waived or extended by the Town, in writing. 43. Force Majeure. In the event a Party is unable, due to Force Majeure, to perform its obligations under this Agreement, then the obligations affected by the Force Majeure shall be temporarily suspended. Within thirty (30) business days after the occurrence of a Force Majeure, the Party claiming the right to temporarily suspend its performance shall give notice to all the Parties, including a detailed explanation of the Force Majeure and a description of the action that will be takers to remedy the Force Majeure, and resume full performance at the earliest possible time. The term "Farce Maieure" shall include eveats or circumstances that are not within the reasonable control of the Party whose performance is suspended and that could not have been avoided by such Party with the exercise of good faith, due diligence and reasonable care, but shall not include the payment of money. 44. State Law Authority. The Parties are entering into this Agreement pursuant to, among arry other applicable :aw(s), the Local Government Code. Preannexation Agrecinoit (Mahard) Page 40 of 58 ::ODMP.\PCDOCS\AR13]\501'=63\512/12/2007 5:37 PM 45. Limitation of Liability. Notwithstanding anything to the contrary herein., the Parties agree and acknowledge that Town shall not, under any circumstance, be required to tender, provide and/or be liable to Developer for any credit, reimbursement and/or payment of any monies with regard to the matters set forth herein, save and except as provided for in Paragraph 12. 46. VESTED RIGHTS/CHAPTER 245 WAIVER. EXCEPT AS OTHERWISE PROVIDED FOR HE THE SIGNATORIES HERETO SHALL BE SUBJECT TO ALL ORDINANCES OF TOWN, WHETHER NOW EXISTING, SUBSEQUENTLY AMENDED OR IN THE FUTURE ARISING. UNLESS SPECIFICALLY ENUMERATED HEREIN, THIS AGREEMENT SHALL CONFER NO VESTED RIGHTS ON THE PROPERTIES, OR ANY PORTION THEREOF. DEVELOPER AND OWNERS SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE SUBMISSION OF ANY ONE OR MORE GENERAL, DEVELOPMENT PLAN(S) SHALL NOT, UNDER ANY CIRCUMSTANCE CONFER ANY VESTED RIGHTS ON THE PROPERTIES, OR ANY PORTION THEREOF. IN ADDITION, NOTHING CONTAINED IN THIS AGREEMENT SHALI. CONSTITUTE A "PERMIT" AS DEFINED IN CHAPTER 2459 LOCAL GOVERNMENT CODE, AND NOTHING IN 'PHIS AGREEMENT PROVIDES THE TOWN WITH FAIR NOTICE OF DEVELOPER'S AND/OR OWNERS' PROJECT. DEVELOPER AND OWNERS WAIVE ANY STATUTORY CLAIM UND'E'R CHAPTER 245 OF THE LOCAL GOVERNMENT CODE UNDER THIS AGREEMENT, UNLESS SAID CLAIM RESULTS FROM A RIGHT CONFERRED ON DEVELOPER AND/OR OWNERS AS SPECIFICALLY ENUMERATED HEREIN. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 47. PARTIES' ACKNOWLEDGEMENT OF TOWN'S COMPLIANCE WITH FEDERAL AND STATE CONSTITUTIONS, STATUTES AND CASE LAW AND FEDERAL, STATE AND LOCAL ORDINANCES, RULES AND REGULATIONS/DEVELOPER'S WAIVER AND. RELEASE OF CLAIMS FOR OBLIGATIONS IMPOSED BY THIS AGREEMENT. WAS TO THE MATTERS THAT ARE THE SUBJECT OF 'PHIS AGREEMENT AND THE APPLICATION OF THE GOVERNING REGULATIONS AS THEY EXIST AS OF THE EFFEC'T'IVE DATE: A. DEVELOPER AND OWNERS ACKNOWLEDGE AND AGREES THAT: 1. THE PUBLIC IMPROVEMENTS TO BE INSTALLED. CONSTRUCTED AND/OR PROVIDED BY DEVELOPER AND/OR OWNERS, AS APPLICABLE, THE DEDICATIONS AND/OR CONVEYANCES AND/OR THE FEES TO BE IMPOSED BY TOWN PURSUANT TO THIS AGREEMENT REGARDING THE PROPERTIES, IN WHOLE OR IN PART, DO NOT CONSTITUTE A: Preminexalion Agreement (Mahard) Page 41 of 58 ::OI)MA\PCDOCS\A12133'501263`,512/12/2007 5:37 PIV1 (ft) TAKING UNDER Ttw TEXAS OR UNITED STATES CONSTITUTION; (B) VIOLATION OF THE TEXAS WATER CODE, AS IT EXISTS OR MAY BE AMENDED; (C) NUISANCE; AND/OR (D) CLAIM FOR DAMAGES AND/OR REIMBURSEMENT AGAINST 'TOWN FOR A VIOLATION OF ANY FEDERAL AND/OR STATE CONSTITUTION, STATUTE AND/OR CASE LAW AND/OR FEDERAL, STATE AND/OR LOCAL ORDINANCE, RULE AND/OR REGULATION. 11. THE AMOUNT OF DEVELOPER'S AND/OR OWNERS', AS APPLICABLE, FINANCIAL OR INFRASTRUCTURE CONTRIBUTION (AFTER RECEIVING ALL CONTRACTUAL OFFSETS, CREDITS AND REIMBURSEMENTS, IF ANY) AGREED TO IN THIS AGREEMENT IS ROUGHLY PROPORTIONAL TO THE DEMAND THAT SUCH DEVELOPER'S AND/OR OWNERS', AS APPLICABLE, DEVELOPMENT PLACES ON THE TOWN'S INFRASTRUCTURE AND/OR PARK SYSTEM. III. DEVELOPER AND/OR OWNERS, AS APPLICABLE, HEREBY AGREE THAT ANY PROPERTY WHICH IT/THEY CONVEY(S) TO TOWN PURSUANT TO THIS AGREEMENT IS ROUGHLY PROPORTIONAL TO THE BENEFIT RECEIVE, D BY DEVELOPER AND/OR OWNERS FOR SUCH LAND. AND DEVELOPER AND OWNERS HEREBY WAIVE ANY CLAIM THEREFOR THAT IT/THEY MAY HAVE. DEVELOPER AND OWNERS FURTHER ACKNOWLEDGE AND AGREE THAT ALL PREREQUISITES TO SUCH A DETERMINATION OF ROUGH PROPORTIONALITY HAVE BEEN MET, AND THAT ANY VALUE RECEIVED BY TOWN RELATIVE TO SAID CONVEYANCE ARE RELATED BOTH IN NATURE AND EXTENT TO THE IMPACT OF THE DEVELOPMENT OF DEVELOPER'S AND/OR OWNERS' ADJACENT PROPERTY ON TOWN'S INFRASTRUCTURE AND/OR PARK SYSTEM. DEVELOPER, OWNERS AND TOWN FURTHER AGREE TO WAIVE AND RELEASE ALL CLAIMS ONE MAY HAVE AGAINST THE OTHER RELATED TO ANY AND ALL ROUGH PROPORTIONALITY AND INDIVIDUAL DETERMINATION REQUIREMENTS MANDATED BY THE UNITED STATES SUPREME COURT IN DOLAN i: T owN of T'iGARD, 512 U.S. 374 (1994), AND ITS PROGENY, AS WELL I'� t aia�i�exatiug r Fe!n+ n1 (Maharci) Page 42 of 58 ::ODMA\PCDOCS\ARB 1\501263\512/12/2007 5:37 PM AS ANY OTHER REQUIREMENTS OF A NEXUS BETWEEN DEVELOPMENT CONDITIONS AND THE PROJECTED IMPACT OF THE PUBLIC INFRASTRUCTURE AND/OR PARK SYSTEM. IV. DEVELOPER AND OWNERS, .INDIVIDUALLY AND COLLECTIVELY, SHALL INDEMNIFY AND HOLD HARMLESS TOWN FROM ANY CLAIMS AND SUITS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO DEVELOPER'S AND OWNERS' RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES, LEGAL. REPRESENTATIVES, HEIRS, EXECUTORS, ADMINISTRATORS AND/OR TRUSTEES, BROUGHT PURSUANT TO THIS PARAGRAPH 47. B. DEVELOPER AND OWNERS, INDIVIDUALLY AND COLLECTIVELY, RELEASE TOWN FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED ON EXCESSIVE OR ILLEGAL EXACTIONS RELATED TO THIS AGREEMENT. C. DEVELOPER AND OWNERS, INDIVIDUALLY AND COLLECTIVELY, WAIVE ANY CLAIM FOR DAMAGES AND/OR REIMBURSEMENT AGAINST TOWN FOR A. VIOLATION OF ANY FEDERAL AND/OR STA'L'E CONSTITUTION, STATUTE AND/OR CASE LAW AND/OR FEDERAL, STATE AND/OR LOCAL ORDINANCE, RULE AND/OR REGULATION RELATED TO 'PHIS AGREEMENT. D. TMS PARAGRAPH 47 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 48. Appropriation of Funds. Funds are not ,presently budgeted for Town's performance under this Agreement, if any, beyond the end of Town's 2007-2008 fiscal year. Town will give Developer and/or Owners, as applicable, sixty (60) calendar days notice if funds for Town's performance are not budgeted to continue beyond that time. Town shall have no liability for tendering any Reimbursements after the end of the Town's 2007-2008 fiscal year unless and until such funds are budgeted. [SIGATATUKE PAGES TO FOLLOW] Preadinexation Agreetnent (Mahard j Page 43 of 58 ::OUMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM IN WITNESS WIIERI OF, the Parties have executed this Agreement and caused this Agreement to be effective as of the Effective Date as reYiected by the signatures below. MAHAR.D OWNER: THE. MAHARD 2003 PARTNERSHIP, 'L.P., a Texas limited partnership By: Mahard Pullet Farms, Inc., a Texas corporation, its General Partner By. Ernest A. Mahard, Jr., Presiden STA'L'E OF TEXAS § COUNTY OFA+ BEFORE NNE, the undersigned authority, on this day personally appeared Ernest A. 1viahard, Jr,, President of Mahard Pullet Farms, Inc., a "Texas corporation, General Partner of Nlahard 2003 Partnership, L.P., a "Texas limited partnership, known to me to be the person -whose name is subscribed to the foregoing instrument, who acknowledged to that lie executed said instrument dor the purposes and consideration therein expressed. WITNESS BY HAND AND SEAL this % day of JOHN ALLEN BAIN Notary Public in and for the +�,**'r►s,;� ` Notary Pubile. State of Texas State of Texas My Commission Expires September 18, 2011 My Commission Expires: t Preaniwvalion Agrecuacnt (Mahard) Page 44 of 5Q ::ODMA\PCDOCS\t\i:BJ\501263\512/12/2007 5:37 P\4 MAHARD EGG FARM, INC., a Texas corporation .�- Ernest A. Mahard, Jr., Presid t STATE OF TEXAS § COUNTY OF �q �t/a § BEFORE ME, the undersigned authority, on this day personally appeared Ernest A. Mahard, Jr., President of MAHARD EGG FARM, INC., a Texas corporation, known to me to be the person whose name is subscribed to the foregoing instrument, who acknowledged to me that he executed said instrument for the purposes and consideration therein expressed. WITNESS BY HAND AND SEAL this /2_ day of SOIII�Z-f"'-'2007. Notary Public in and for the JOHN ACLEN BAIN State of Texas �, NOM'Y Publfrstate of T xa '►r *r Y Commission Ewre3 Pfember 18, 2011 My Commission Expires: 1 --- :*Ie",% � eo- I / Preannexation AgreemciA (Mahard) Page 45 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/i 2/2007 5:37 PM FOR.'I-*.--`.S'J'('A*TY PI"U.)SPER LIMIThil) 1' ARTNI"R.S1.111), a Tt-,xasl.imited Fly: F"C'Proqvi- Fanmer v-1-yrflorkition, ifs. Gen.-cf."id Nirtner 1000, fly RE N41". the to der -IUdMTiIV, on. day person.ally apMared of rc Prosper Panner, In.c. a Texas Genci*f 1'.1art.-n-er --,Tf PROSPER. LINITTI.,'[) PATNERSHIPt a Texas, Unlited parr.n. rship., kn-owl-i to: inne to be rhe Person naly.le ii sub-scrily.-d to dw instra1nef.a5 w[w ackw3wledged tc, nw- that h.e. execui-eld said. histrwilewn for f1we purpo-ses- and -011s.lkferalia -, ;.h .i' ill expressed. .1 BY HAND AND "i't-AIL: this 1 day ol. 2'r .200-7, ... .•......... Karen IMchike NOWY Public - Arizona h tic in gnd for the. Pima County MY Commission Expires St of August 15, 2011 PrcAmwjc;i6oji Affmacni (Miahavd-) all rt �r�►7 �i Popc 46 :f 57, DEVELOPER: FOREST CITY PROSPER LIMITED PARTNERSHIP, a Texas limited partnership By: FC Prosper Partner, Inc., a Texas corporation, its General Partner 11,Ww1 Name: ---b4EV3.^j Title: C - STATE OF § COUNTY OF PC § BEFORE ME, the undersigned authority, on this day personally appeared ,� X'(, n l lf' ne t�- _ , 6g wefvJU�- 7 _ of FC Prosper Partner, Inc. a Texas corporation, Gendtal Partner of FOREST CITY PROSPER LIMITED PARTNERSHIP, a Texas limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument, who acknowledged to me that he executed said instrument for the purposes and consideration therein expressed. WITNESS BY HAND AND SEAL this JAt day of Ca2007. AM khehikA Kerenlil4thlka-- --- Notary public •Antoni (-)tark Pit lic in and for the Pim* County My Comm$1#10n ExPlras State of August 10, 2011 My Commission Expires: Preannexation A IMMent (Mahard) Page 46 of 58 ::ODMAIPCDOCS\ARB]\5012631512/1211007 5:37 PM FC PROSPER: FC PROSPER PARTNER, INC. STATE OF k7 § COUNTY OF PM(C_§ .§ BEFORE ME, the undersigned authority, on this day personally appeared y�Ct �i VVk� y p�. of FC Prosper Partner, Inc, a Texas corporation, known me to be the person whose name is subscribed to the foregoing instrument, who acknowledged to me that he executed said instrument for the purposes and consideration therein expressed. WITNESS BY HAND AND SEAL this _Lj,:' day of h 2007. lIC - lkx Notary Pu61kC • prYeona Aotar)Puhlic WK�Pu Pima county My Cnmrnie9lon ExPlres in and for the Auguet 15, 2011 State Of l d,Qa�t My Commission Expires: Pre nnexatlntl Agreement (Mahard) Page 47 of 58 :-ODMA1PCD0051ARBR901263\51211212007 5:37 PM Kul a, TUINN OF PROSPER, TEXAS By: Name: Title: X��Ori STATE OF TEXAS § <-OUNTY OF DENTON § BFFORE ME, the undersigned authority, on this day personally appeared 41#104 /W/ -W' 466 known to me to be the person whose name is subscribed to the 76regoing instrument, who acknowledged to me he/she is the duly authorized representative for the I'MA7N OF PROSPER, TEXAS and that he/she executed said instrument for the purposes and consideration therein expressed. WITNESS BY I=IANU ANI) SEAT, this �-� day of ���f�BF2 2,007. ......--•--`-•'- "•""'' N ary Public in and for the p N 'd• MATTHEW 0. EKWON State of Texas • Naiary NbIW. $lain 01 Yexes r�115e ' MV Cprn�nlxaVon Cxplrei (i6-45-Od t� s My Commission Expires: Is11�155}� rW SL' �/�� /yJf�4 a..;.. .. w.®a.w-.+www+.w�w�r<vwwr:-•rte Preannexation.+1�reement (Mahard) Page 48 of 58 ::ODMA',PCDOCS\Al FBJ\\5012.63\.512/ 12%2,()07 5:37 PM As a third party beneficiary of Paragraphs 3 e and f of this Agreement for the purposes stated therein: PISD: PROSPE NDEPENDENT SCHOOL DISTRICT By; A4*- 2 Name:'p. �s Title: S,. O'�- . v -f �c40v /s STATE OF TEXAS COUNTY OF DENTON BEFORE ME, the undersigned authority, on this day personally appeared {? W t&� ,'A 5 , known to me to be the person whose name is subscribed to the foregoing instrument, who acknowledged to me he/she is the duly authorized representative for the PROSPER INDEPENDENT SCHOOL DISTRICT and that he/she executed said instrument for the purposes and consideration therein expressed. WITNESS BY HAND AND SEAL this _1 day of _,,2007. Yt� PAMELAWEBS MY COMMISSION EXPIRES J0117, 2009 Preannexation Agreement (Mahard) ::QDMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM __ ,r_ 6 -- Notary Public in and for the State of Texas My Commission Expires: `7 - 17 ` ,-,' :' Page 49 of 58 E XHIBIT "A-1" Legal Description of the Mahard property [See attached 8 pages] 11'reannexation Agreement (Mahard) ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM Page 50 of 58 EXHIBIT "A-1" Leal Deset i pti+on of the Mahard Prones BEING a tract of land out of the C. SMITH SURVEY, Abstract No. 1681, the J. -BATES SURVEY, Abstract No. 1620, the L. SALING SURVEY, Abstract No. 1675, the H.P. SALING SURVEY, Abstract No. 1628, the M.E.P. & P. RR SURVEY, Abstract No. 1476, P. BARNES SURVEY, Abstract No. 79, the B. HADGES SURVEY, Abstract No. 593, the A.B. -JAMISON SURVEY, Abstract No. 672, the B.B. WALTON SURVEY, Abstract No. 1369, _the T. BUTTON SURVEY, Abstract No. 88, the P.R. RUE SURVEY, Abstract No. 1555, the J. TETTER SURVEY, Abstract No. 1262, the L. NETHERLY SURVEY, Abstract No. 962, the B. RUE SURVEY, Abstract No. 1113, the A. ROBERTS SURVEY, Abstract No. 1115, in Denton County, Texas, the R. YATES SURVEY, Abstract No. 1538, the L. RUE SURVEY, Abstract No. 1110, the H. RUE SURVEY, Abstract No. 1 111, the J. MORTON SURVEY, Abstract leo. 793, in Denton County, Texas, being all of the tract of land described in deed to Mahard 2003 Partnership, L.P. recorded in Denton County Clerk's File No. 2004-0063826 of the Real Property Records of Denton County, Texas, being all of the tract of land described in deed to -Mahard 2003 Partnership, L.P. recorded in Denton County Clerk's File No. 20041-0024459 of the Real Property Records of Denton County, Texas, being part of the tract of land described in deed to Mahard 2003 Partnership, L.P. recorded in Denton County Clerk's File No. 2004- 0014699 of the Real Property Records of Denton County, Texas, being all of the tract of land described in deed to Mahard 2003 Partnership, L.P. recorded in Denton County Clerk's File No. 2004-0014698 of the Real Property Records of Denton County, Texas, being all of the tract of land described in deed to Mahard 2003- Partnership, L.P. recorded in Denton County Clerk's -File No. 2005-0014700 of the Real Property Records of Denton County, Texas, being all of the tract of land described in deed to Mahard 2003 Partnership, L.P. recorded in Denton County Clerk's File No. 2004-0046720 of the Real Property Records of Denton County, Texas, being all of the tract of land described in deed to Mahard 2003 Partnership, L.P. recorded in Denton County Clerk's File No. 2004-0024462 of the Real Property Records of Denton County, Texas, being all of the tract of land described in deed to Mahard 2003 Partnership, L.P. recorded in Denton County Clerk's File No. 2004-0024458 of the Real Property Records of Denton County, Texas, being all of the tract of land described in deed to Mahard 2003 Partnership, L.P. recorded in Denton County Clerk's File No. 2004-0050900 of the Real Property Records of Denton -County, -_ Texas, being all of the tract of land described in deed to Mahard Egg Farm, Inc. recorded in Volume 1936, Page 145 of the Real Property Records of Dentoft County, Texas, being all of the tract of land described in deed to Mahard Egg Farm, Inc. recorded in Volume 1618, Page 329 of the Real Property Records of Denton County, Texas, being all of the tract of land described in deed to Mahard Egg Farm, Inc. recorded in Volume 547, Page 394 of the Deed Records of Denton County, Texas, being part of the tract of land described in deed to Mahard Egg Farm, Inc. recorded in Volume 1332, Page 176 of the Real Property Records of Denton County, Texas, being all of the tract of land described in deed to Mahard Egg Farm, Inc. recorded in Volume- - 779, Page 665 of the Deed Records of Denton County, Texas, being all of.the tract of -land described in deed to Ernest Mahard recorded in Volume 1938, Page 931 of the Real Property=. Records of Denton County, Texas being all ,of the tract of land described in deed to Mahard Egg Farm, Inc. recorded its. Volume 1149, Page'S0�0 of the Deed Records of Denton County, Texas, and �Wlfii i io particul4ly'd6iciibed as follows:._..a.....- Exhibit A-1 - I BEGINNING at a TXDOT monument found in the north right-of-way line of U.S. Highway No. 380, said monument being the northeast corner of a tract of land described in deed to the State of "Texas recorded in Volume 47,69, Page 17,68 of the Real Property Records of Denton County, Texas; THENCE with said north right-of-way line, the following courses and distances to wit: South 88°35'51" West, a distance of 34.83.13 feet to a TXDOT monument found; North 46°16'16" West, a distance of 83-68 feet to a fence post in the east line of Good Hope Road (no dedication recordation found); -THENCE with said east line and along a fence, North 00'2546" West, a distance of 1453.36 feet to a fence corner found in the south line of a 25.44 acre tract of land described in deed to Nathan Goodlet recorded in Volume 3329, Page 825 of the Real Property Records of Denton County, Texas; THENCE with said south line, North 88°56'49" East, a distance of 1435-64 feet to a 3/8" iron rod found for corner, THENCE with the east line of said 25.44 acre tract, North 00'30'13" West, a distance of 819.11 feet to a 1/2" iron rod found for corner, THENCE with the north line of said 25.44 acre tract, South 89°35'17" West, a distance of 1430.32 feet to a 5/8" iron rod set with aplastic cap stamped'IMA" (hereinafter called 5/8" iron rod set) for comer in the east line of said Goad Hope Road: THENCE with said east line, North 00°08'13" West, a distance of 1236.96 feet to a fence corner in the south line of a tract of land described in deed to Judy Reeves; THENCE with the south line of said Reeves tract, North 8914'55" East, a distance of 940.90 feet to a 5/8" iron rod set for corner, THENCE with, the east line of said Reeves tract, North 0040'52" West, a distance of 1.97.22 feet to a 1/2" iron rod found for corner in the south line of Fish Trap Road (no dedication recordation found); - THE, NCE with said south line, North 88°59128" Fast, a distance -of 815.80 feet to a 1%2" iron rod found for corner; THENCE leaving said south line, North 00°06'59" West, a distance of 36.44 feet to a pk nail found in the centerline of said Fish Trap Road; THENCE along the centerline of said Fish Trap Road, South 8904'04" West, a distance of 1776.99 feet to a pk nail set for the intersection of the centerline of said Fish Trap Road and the centerline of said Good Hope Road; THENCE along the centerline of said Gond. Hope Road, South 001515" East, a distance of = 3 79 feet to a plc hail set in'the north right=af r�vay line of said U.S. Highway No. 380; 37 5 Exhibit A-1 - 2 THENCE with said north right-of-way line, the following courses and distances to wit: South 44°02'02" West, a distance of 114.60 feet to a TXDOT monument found; South 8835'51" West, a distanceof 2062.12 feet to a 5/8" iron rod set for corner; South 8805058" West, a distance of 100.00 feet to a 5/8" iron rod set for comer; South 89°09'27" West, a -distance of 22.39 feet to a 5/8" iron rod set for corner, North 45°50'38" West, a distance of 111.42 feet to a pk nail set in the centerline of Gee Road (no dedication recordation found); THENCE with said centerline, North 0001'02" West, a distance of 1114.87 feet to a pk nail set; THENCE with the easterly most north line of a 106.26 acre tract of land described in- deed to Judy Gee recorded in Volume 3130, Page 794 of the Real Property Records of Denton County, Texas, part of the way, South 89°33'35" West, a distance of 1098.63 feet to a fence comer found; THENCE along a fence, North 12°40'03" East, a distance of 2150.51 feet to a fence comer found for the northwest corner of a 5.34 acre tract of land described in deed to Nlahard Egg Farm, Inc. recorded in Volume 1936, Page 145 of the Real Property Records of Denton County, Texas; THENCE the following courses and distances to wit: North 88030103" West, a distance of 451.90 feet to a 5/8" iron rod set for comer; North 59°57'10" West, a distance of 66.21 feet to a 5/8" iron rod set for comer; North 27015'2-8" West, a distance of 207.89 feet to a 5/8" iron rod set for corner; South 79°58'04" West, a distance of 116.69 feet to a 5/8" iron rod set for. corner; South 17°11'21" West; a distance of 12.96 feet to a 5/8" iron rod set for corner; North 6501652" West, a distance of 66.04 feet to a 5/8" iron rod set for the northerly most corner of said 106.26 acre tract; THENCE with the west lines of said 106.26 acre tract, the following courses and distances to wit: South 31°55'38" West, a distance of 494.24 feet to a 5/8" iron rod set for corder; South 57°52'02" East, a distance of 601.93 feet to a Corp of Engineers monument found; South 31 °24'02" West, a distance of 1854.30 feet to a Corp- of Engineers monument found; South 31-27-22- West, a distance of 302.61 feet to a 5/8" iron rod set for the northeast corner of a 0.78 acre tract of land described in deedto the City of Irving recorded in Volume 4871, Page 5128 of the Real Property Records of.Denton County, Texas; THENCE the lines of said 0.78 acre tract, the follow- m' g courses and distances to wit: North 73°29'41" West, a distance of 241.29 feet to a 1/2" iron rod found for corner; South 21 °58'41" West, a distance of 181.00 feet to a 5/8 iron rod set for corner, South 73029127" East, a distance of 67.00 feet to a 5/8" iron rod set for corner; North 22°20'38" East, a distance of 41.52 feet to a 5/8" iron rod set for coiner, South 75°57'16" East, a distance of 152.12 feet to a 1/2" iron rod found in the west line of said 106.26 acre tract; Exhibit A-1 - 3 THENCE with said west line and along a fence part of the way, South 311,2722" West, a distance of 877.59 feet to a 5/8" iron rod set for corner in the north right-of-way line of said U.S. Highway No. 380 THENCE with said north right-of-way line, North 88°48'55" West, a distance of 587.44 feet to a 5/8" iron rod set for the southeast comer of a 61.2 acre tract of land described in deed to M. Taylor Hansel recorded in Denton County Clerk's File No. 94-R0O91793 of the Real Property Records of Denton County, Texas; THENCE with the east lines of said Hansel tract, the following courses and distances to wit: North 08°56'01" East, a distance of 240.78 feet to a 54" iron rod set for corner, North 55*59'01" East, a distance of 132.20 feet to a 5/8" iron rod set for corner; South 20°18'01" West, a distance of 155.70 feet to a 5/8" iron rod set for corner; South 80049159" East, a distance of 88.40 feet to a 5/8" iron rod set for corner; North 45°13'01" East, a distance of 261.10 feet to a 5/8" iron rod set for comer; South 621559" East, a distance of 216.20 feet to a 5/8" iron rod set for corner; North 15'04'01" East, a distance of 184.70 feet to a 5/8" iron rod set for corner; North 56°01'01" East, a distance of 183.40 feet to a 5/8" iron rod set for comer; North 18°07'01" East, a distance of 197.90 feet to a 5/8" iron rod set for corner; North 731959" West, a distance of 688.80 feet to a Corp of Engineers monument found for the southeast confer of a 107.57 acre tract of land described in deed to Fish Trap Properties, Ltd., recorded in Volume 4626, Page 2922 of the Real Property Records of Denton County, Texas;. THENCE with the east lines of said 107.57 acre tract, the following courses and distances to wit: North 29°02'03" East, a distance of 67.81 feet to a 5/8" iron rod set for corner; North 22°04'26" East, a distance of 710.31 feet to a Corp of Engineers monument found; North 33°00'31" East, a distance of 221.33 feet to a Corp of Engineers monument found; North 58030'15" West, a distance of 249.63 feet to a Corp of Engineers monument found for the southeast comer of a 43.07 acre tract of land described in deed to Billy Jeter recorded in Volume 2125, Page 729 of the Real Property Records of Denton County, Texas; _ _ THENCE with the east lines of said 43.07 acre tract, the following courses and distances to wit: North 0705524"East, a distance of 669.72 feet to a 5/8 iron rod set for corner; South 75°24'16" East, a distance of 4.02.59 feet to a Corp of Engineers monument found; North 19°2837" West, a distance of 739.75 feet to a Corp ofEngineers monument found; North 35°34'01 "-East, a distance of 531.05 feet to a Corp of Engineers monument found; North 021104122" West, a distance of I72.83 feet to a fence post found in the south Iine of a 57.55 acre tract of land described in deed to G&S Landscaping recorded in Volume 5114, Page 1398 of the Real Property Records of Denton County, Texas; WHENCE with said south line, South 772843" East, a distance of 553.04 feet to a Corp of Engineers monument found; Exhibit A=1 - 4 THENCE with the east line of said 57.55 acre tract and the .east line of two tracts of land described in deed to Mary Weber recorded in Denton County Clerk's File No. 94-R0031655 of the Real Property Records of Denton County, Texas, the following courses and distances to wit: North 01'07'34" East, a distance of 278.92 feet to a 5/8" iron rod found; North Ol°04'49" East, a distance of 510.59 feet to a Corp of Engineers monument found; North 00057'07" West, a distance of 149.86 feet to a Corp of Engineers monument found; North 00°"0044" East, a distance of 1393.34 feet to a 1/2" iron rod found for corner; North 89°49'12" West, a distance of 505.03 feet to a fence corner found in the east dine of a 58.44 acre tract of land described in deed to Benny Nobles recorded in Volume 2299, Page 94 of the Real Property Records of Denton County, Texas; THENCE with said east line, North- 00*50'11 " West, a distance of 810.75 feet to a fence corner found in the south line of a 99.5 acre tract of land described in deed to Rue Family Trust recorded in Volume 5032, Page 3961 of the Real Property Records of Denton County, Texas; THENCE with the south and east lines of said 99.5 acre tract and the south line of a 90 acre tract of land described in deed to Rue Family Trust recorded in Volume 5032, Page 3961 of the Real Property Records of Denton County, Texas the following courses and distances to wit: North 89°17'21" East, a distance of 1389.64 feet to a 5/8" iron rod set for corner; North 03°3247" West, a distance of 929.90 feet to a 5/8" iron rod set for comer; South 85°4735" West, a distance of 228.77 feet to a 1/2" iron rod found for coriner; North 02°06'10" East, a distance of 1767.38 feet to a 3/8" iron rod --found for corner; South 88°23'11" East, a distance of 1111.78 feet to a 5/8" iron rod set for in the west line of a 319.00 acre tract of land described in deed to Sammy Carey recorded in Volume 2336, Page 5411 of the Real Property Records of Denton County, "Texas; THENCE with said west line, South 00°10'32" West, a distance of 125.32 feet to a 5/8" iron rod set for corner; THENCE with the south line of said 319.00 acre tract and the south line of a 5 acre tract of land described in deed to M.B. Allen recorded in Volume 375, Page 395 of the Deed Records of Denton County, Texas, North 88058142" East, a distance of 2644.03 feet to a 1/2" iron rod found in the centerline of said Good mope Road; - THENCE along said centerline, North 00°48'31" West, a distance of 992:40 feet to a 1/2" iron= rod found for corner, THENCE with the south line of the tract of land described in deed to the Good Hope Church and continuing along Good Hope Road, South 89°3827" East, a distance of 457.50 feet to a 5/8" iron rod set in the east line of said Good Hope Road; THENCE with the east line of said Good Hope Road, the following courses and distances to - Wit: North 01 04700" West, a distance of 935.34 feet to a 5/8" iron rod set for comer, North'00015'22" West, a distance of 1726.79 feet to a 5/9" iron rod set for an ell -corner in the south line of a 100 acre tract of land described in deed to Bruce Jackson recorded in 2' Y Volume 4910, Page 2975 of the Real Property Records of Denton County, Texas; Exhibit A-1 - 5 THENCE with the south line of said 100 acre tract, the south line of a 134.58 acre tract of land described in deed to Little Elea Ranch Corporation recorded in Volume 5416, Page 3334 of the Real Property Records of Denton County, Texas, and the south line of a tract of land described in deed to Salvador Buentello recorded in Volume 2633, Page 648 of the Real Property Records of Denton County, Texas, North 89042'25" East, a distance of 1545..14 feet to a 5/8" iron rod set in the centerline of a Parvin Road (no dedication recordation found); THENCE along said centerline and with- the south line of said Buentello tract, the following courses and distances to wit North 70°5834" East, a distance of 76.26 feet to a 5/8" iron rod set for corner; North 74°05'38" East, a distance of 206.69 feet to a 5/8" iron rod set for corner, North 77°25'29" East, a distance of 112.34 feet to a 1/2" iron rod found for corner; North 01'25'12" East, a distance of 17.04 feet to a 5/8" iron rod set for corner; THENCE continuing along said centerline-.4he south line of said Buentello tract, the south line of a 1.75 acre tract of land described in deed to Donna Jackson recorded in Denton County Clerk's File No. 2004-0086324 of the Real Property Records of Denton County, Texas, the south line of a 2.5 acre and 14.87 acre tracts of Iand described in deed to Jose Gutierrez recorded in Denton County Clerk's File No. 2004-0139581 of the Real Property Records of Denton County, Texas, and the south line of a 15 acre tract of land described in deed to . William Kramer, the following courses and distances to wit:. North 89°08'54" East, a distance of 1300.08 feet to -a 1/2" iron rod found for corner; North 89.07'58 East, a distance of 3455.35 feet to a 1%2" iron rod found for the northwest corner of a 100 acre tract of land described in deed to RH=TWO, LP recorded in Denton County Clerk's File No. 2004-0086307 of the Real Property Records of Denton County, Texas; THENCE with the west line of said 100 acre tract, South 00040'06" West, a distance of 2809.18 feet to a 1/2" iron rod found in the centerline of Prosper Road (no dedication recordation found); THENCE with said centerline, South 8924'09" West, a distance of 3412.04 feet to a 1/2" iron rod found for corner; 0 _ - THE NCE .THENCE leaving said centerline, North 00°1244" West, a distance of 16.61 feet to a 5/8" iron rod set in the north line of said Prosper Road; THENCE with said north line, South 894930" West, a distance of 298.97 feet to a 5/8" iron rod set in the east line of a 5 acre tract of land described in deed to Curtis McDaniel recorded in Volume 3542 Page 271 of the Deed -Records of Denton County, Texas; THENCE with the lines of the remainder of said 5 acre tract, the following courses and distances to wit: North 00'1522" East, a distance of 214.38 feet to a 5/8" iron rod set for corner; South 89°47'16" West, a distance of -318.73 feet to a 5/8" iron rod set for comer; South 33013136" East, a distance of218.94 feet to a 5/8" iron rod set for corner - Exhibit A=1- 6 South 72026 17" East, a distance of 198.56 feet to a 5/8" iron rod set in the centerline of Fields Road (no dedication recordation found); THENCE along said centerline, the following courses and distances to wit: South 00°02'02" West, a distance of 1534.38 feet to a 5/8" iron rod set for comer, South'00°08'41" East, a distance of 1196.19 feet to a 1/2" iron rod found for corner; South W'19'01" East, a distance of 1051.65 feet to a 1/2" iron rod found for corner; South 00°46'08" West, a distance of 705.12 feet to a 5/8" iron rod set for corner, South 20°37'3 V East, a distance of 96.22 feet to a 5/8" iron .rod set for corner; South 28°15'33" East, a distance of 189.49 feet to a 3/8" iron rod found for comer; South 02°06'04" East, a distance of 1803.07 feet to a 1" iron rod found for comer; . South 00°06'17" East, a distance of 1284.69 feet to a 5/8" iron rod set for comer; South 00°06'37" West, a distance of 1042.41 feet to a 5/8" iron rod set for cornet; THENCE leaving the centerline of said Fields Road, South 89°11'26" West, a distance of 21.20 feet to a 5/8" iron rod set in the west line of said Field Road; THENCE with said west line, the following courses and distances to wit: South 00°00'27" West, a distance of 1396.62 feet to a fence corner; South 4123'46" West, a distance of 87.55 feet to the POINT OF BEGINNING and containing 2106.592 acres. of land. Bearing system based North Central Zone of the Tetras State Plane Coordinate System. SAVE AND EXCEPT All of that certain lot, tract or parcel of land located in the B. Rue Survey, Abstract No: 1113, Denton County, Texas, and being a portion of a called 76 acre tract of land described as Tract Three. in deed to Mahard 2003 Partnership, L.P., recorded in County Clerks File No. 2004= 0050900, Real Property Records, Denton County, Texas, and being more particularly described as follows: ]BEGINNING at a 5/8" iron rod found at an ell coo" er in the south line of a called 100 acre tract of land described in deed to Bruce Jackson, et al, recorded in Volume 4910, Page 2975, Real Property Records, Denton County, Texas, same being the northwest corner of said Mahard 2003. Partnership, L.P.-tract; THENCE North -89°42'25" East, along the north line of said Mahard 2003 Partnership; L.P. tract and passing at a distance of 583.33 feet the common southern corner of said Bruce Jackson, et al tract and a called 134.58 acre tract of land described in deed to Little Elm Ranch - Corporation, recorded in Volume 5416, Page 3334, Real Property. Records, Denton County, Texas, passing again at a distance of 834.26 feet the, common southeni corner of said Little Elm -Pinch Corporation tract, and a tract of land described in deed to Salvador lauentello, recorded in Volun a 2633, Page 648, Real Property Records, ,Deuton County, Texas, and continuing for a Exhibit A-1 - 7 -total distance of -1,545.14 feet to a 5/8" -iron rod found for corner in the present centerline of Parv�in -Road -(no record of dedication found) at the beginning of a non -tangent curve to the 'left, having a radius of .1,206.88 feet, a central angle of 19°32'21'; and a chord bearing -and distance of South 5853'46" West, 409.58 feet; THENCE in a southwesterly direction, along the present centerline of said Patvin Road and passing through said Mahard 2003 Partnership, L.P. tract .the following five (5) courses and distances: I) .Along said non. -tangent curve to the le#t, an arc length of 4:11.57 feet; 2) South 49°04'47" Nest, a distance of 322.13 feet to the beginning of a curve to the right, having a radius of 355.511 feet, a central angle of 3457'47", and a chord bearing and distance of South 71'08'48" Vest, 213.59 feet; 3) ;Along said curve to the right, an are length of 2.16.94 feet; 4) South 88°37'42" West, a distance of 557.23 feet to the beginning of a curve to the left, having a radius of 410.55 feet, a central angle of 27°36'35", and a chord bearing and distance of South 7508'34" West, 195.93 feet; 5) Tong said curve to the left, an arc length of 1-97.83 feet to the east line of Good Elope Road (no record of dedication found), same being the most southerly southeast comer of said Bruce Jackson, et al tract; THENCE North 00'1522" West, along the most southerly east line of said Bruce Jackson, et al tract, a distance of 547.29 feet to the Place of Beginning and containing 575,223 square feet or 13.205 acres of land -Exhibit A-1- 9 EXIIIBIT' 6'A-2" Legal Description of the FC Prosper Property [See attached 4 pages] Preannemition Agree m eW (Mahard) ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM Page 51 of 58 EX-> Mff uA-2" Lcf al Description of the „FC Prospeir Pr6perty TRACT ONE A tract of land situated within the J. Bates Survey, Abstract Number 1620, Denton County, Texas and being the same tract of land as conveyed to Nathan Goodlet, et ux by a deed filed for record in Volume 3329 at Page 820 of the Deed Records of Denton County; Texas. Said tract of land being more particularly described by metes and Bounds as follows: Beginning at a 5/8" rebar with a cap marked "KEW' found on the monumented East right -4 - way line of -Good. Hope Road, for the common West corner of the tract of land herein described and a called 100.00 acre tract of land conveyed to E. Mahard, Jr.- by a deed filed for record at County Clerk's instrument Number 93-R0049966 of the Deed Records of Denton County, Texas; Thence N 00'20'14" W, along the aforementioned monumented East right-of-way line, 388.18 feet to a '/2" rebar in concrete found for a common corner of the tract of land herein described and a called 0.507 acre tract of land and conveyed to N_ J. Goodlet; et ux by a deed filed for record in Volume 1230 at Page 351 of the Deed Records of Denton County, Texas; Thence N 8699'09" E, along the common boundary line of the tract of land herein described - and the aforementioned 0.507 acre tract, 162.36 feet to a %" rebar with a cap marked "RPLS 4967" set for a common corner; Thence N 04°22.'35" W, continuing along the aforementioned common boundary line, 138.2$ feet to a 1/2" rebar in concrete found for a common comer; Thence S 89°00'42" W, continuing along the aforementioned common boundary line, 151.50 feet to a %2" rebar in concrete found for a common comer on the monumented East right-of-way line of Good Hope Road; Thence N 00°02'39" W, along the aforementioned East right-of-way line, 176.63 feet to a Y" _ rebar in concrete found for a common comer of the tract of land herein described and a called - 1.00- acre tract of land conveyed to N. J. GoodIet,_ et ux by a deed filed for record 4t County Clerk's Instrument Number 94-R0089059 of the Deed Records of Denton County, Texas; Thence N 89°24'44" E, along the common boundary line of the tract of land herein described and the aforementioned 1.00 acre tract, 362.48 feet to a %2" rebar in -concrete found for a common comer, Thence N 00°05'33" W, continuing along the aforementioned common boundary line, 120.14 feet to a %2" rebar in concrete found for their common North corner on the South boundary line, of a called 56.319 acre tract of land conveyed to E. Mahard, Jr. by a deed filed for record at County Clerk's Instrument Number 2004-24459 of the Deed Records of Denton County, Texas; Exhibit A-2 - i Thence N 89°24"44" E, along the common boundary line of the tract of land herein described and the aforementioned 56.319 acre tract 1068.57 feet to a 5/8" rebar with a cap marked "KHA" found for a common comer; Thence S 00°28'43" E, continuing along the aforementioned common boundary line, 818.81 feet to a %2" rebar in concrete found for a common corner on the North boundary line of the above- mentioned 100.00 acre tract; Thence S 88°55'33" W, along the common boundary bine of the tract of land herein described and the aforementioned 100.00 acre tract, 1435.44 feet to the Point of Beginning. Said tract of land containing 1,116,766 square feet or 25.637 acres, more or less. TRACT TWO A tract of land situated within the J. Bates Survey, Abstract Number 1620; Denton County, Texas and being the same tract of land as conveyed to. Nathan Goodlet, et ux by a deed filed for record in Volume 1230 at Page 351 of the Deed Records of Denton County, Texas. Said tract of land being more particularly described by metes and bounds as follows: Beginning at a %2" rebar in concrete found, on the monumented East right-of-way line of Good Hope Road, for the Southwest corner of the tract of land herein described and a comer of a called 25.6476 acre tract of land as conveyed to N. Goodlet, et ux by a deed filed for record in Volume 3329 at Page 820 of the Deed Records of Denton County, Texas; Thence N. 86°19'09" E, along the common boundary line of the tract of land herein described and the aforementioned 25.6476 acre tract, 92.56 feet to a %" rebar in - concrete found for a comer; Thence N 04'19'50'.'W, 13.05 feet to a 3/8" rebar found for a cornet, Thence N 86013'43" E, 13.06 feet to a %2" rebar with a cap marked "Rl'1JS 4967" set for a -_ corner; Thence S 05"12'35".]E, 13.07 feet to a %2" rebar in concrete found for a corner on the North boundary line of the above-mentioned 25.6576 acre tract of land; Thence N 86°19'09" E, along the aforementioned common boundary.line,. 56.54 feet to a %2" rebar in concrete found for a common corner; Thence N 04°22'35" W, continuing along the aforementioned common boundary line, 138.28 feet to a %2" rebar in concrete found for a common corner; Thence S 89000'42" W, continuing along the aforementioned common boundary line, 151:50 feet to a %2" rebar in concrete found for a common corner on the above-mentioned East right -of way line; Exhibit A-2 - 2 Thence S 00'00'14" E, along the aforementioned East right -of --way line, 145.68 feet to the Point of Beginning. Said tract of land containing 22,087 square feet or 0.507 acres, more or less. TRACT THREE A tract of land situated within the L Bates Survey, Abstract Number 1620, Denton County, Texas and being the same tract of land as conveyed to Nathan Goodlet, et ux by a deed filed for record at County Clerk's instrument Number 94-R0089059 of the Deed Records- of Denton County, Texas. Said tract of land being more particularly described by metes and bounds -as follows: Beginning at a %" rebar in concrete found, on the monumented East right-of-way line of Good Mope Road, for the Southwest corner of the tract of land herein described and a comer of a called 25.6476 acre tract of land as conveyed to N. Goodlet, et ux by a deed filed for record in Volume 3329 at Page 820 of the Deed Records of Denton County, Texas; Thence N 89°21' 12" E, along the common boundary line of the tract of land herein described and the aforementioned 25.6476 acre tract of land, 362.48 feet to a %2" rebar in concrete found for a common comer;. Thence N 00°05'33" W, continuing along the aforementioned common boundary line, 120.14 feet to a %Z" rebar in concrete found for their common North corner on the South boundary line of a called 56.319 acre tract of land conveyed to E. Mahard, Jr. by a deed filed for record at County Clerk's Instrument Number 2004-24456 of the Deed Records of Denton County, Texas; Thence S 89°24'44" W, along the common boundary line of the tract of land herein described and the aforementioned 56.319 acre tract, 362.29 feet to a %z" rebar with a cap marked "RPLS 4967" set for their common West comer on the above-mentioned East right-of-way line; Thence S 00000'19" E, along the aforementioned East right-of-way line, 120.52 feet to the Po'A of Beginning - Said -tract eginning. Said-tract of land containing 43,604 square feet or_1.001 acre, more or less. TRACT FOUR A tract of land situated within • the J. Bates Survey, Abstract Number 1620, Denton County, Texas and being a portion of a tract of land conveyed to Laura Jackson by a deed filed for record, in Volume 291 at Page 80 of the Deed Records of Denton County, Texas and also being more particularly described by metes and bounds as follows: Exhibit A-2 - 3 -CoRIlncncing, for a tie; at a 1/2" iebar in concrete, found on the toonumented East right -of --way line of Good Dope Road, for the Southwest comer of a tract of land conveyed -to Nathan Goodlet, et ux -by a deed fled for record in Volume 1.230 at Page 351 of the Decd Records of Denton County, Texas from which a 1/2" rebar in conckete found for it's Northwest corner°bears N 00'00'14" W, 145:68 feet; "Whence N 86019'09" E, 92.56 feet to a' -W" rebar found in -concrete found for the Southwest comer and Point of Beginning of the tract of land herein described, said comer also being :an. internal corner of the aforementioned Goodlet-tract; Thence -N 04°18'50" W, along the common boundary line of the tract of land herein described and the aforementioned Goodlet tract, 13.05 feet to a 3/8" rebar found for a common corer; Thence N 86°.13'43" E, continuing along the aforementioned common boundary line; 11,06 feet to a 1/2" rebar with a cap marked "RPLS 4967" set for a common comer;. Thence S 05°12'35" E, continuing along the aforementioned common boundary litre, 13.07 feet to a 1/2" rebar in concrete found for a common comer; Thence S 86'19'09" W, 13.26 feet to the Point of Beginning. Said tract of land containing 172 square feet or:0.004 acre, more or less. - A yam_ w h1• .. ... r.s�+W yyti:• .: ... v T' - '4s r.. .. � ..- - Exhibit A-2 L 4 EXHIBIT "B" Conceptual Development Plan [See attached solo page] Preannexation Agreement (Mahard) ::OD[viA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM Page 52 of 58 L —1 EXHIBIT "C" Development Standards (including Statement of Intent and Purpose) [See attached 46 pages] w b� c� z� VC 7, o� �a z z 7 C Preannexation Ap-re€meat (Mahard) Page 53 of 58 ::ODMA\PCDOCS\ARBJ\501263\512/12/2007 5:37 PM EX1111 111, 6609 Statement of Intent and Purpose for Mahard Ranch Mahard Ranch is a planned community consisting of a variety of residential, local and community retail and employment uses integrated within an open space system oriented to the natural beauty of the property. Residential units consist of a range of lot sizes in the traditional residential neighborhood mode to attached, urban dwellings offering the residents diverse living styles. Retail and employment uses are provided along the U.S. Highway 380 corridor providing more intensive uses along the thoroughfare while also serving as a buffer between the residential neighborhoods and the main highway. Integral throughout the Mahard Ranch is the open space system which consists of recreation open space, hike and bike trails and active parks for the residents of the community. A strategically designed trail system laces throughout the community providing pedestrian linkages among residential, retail, open space public uses, and neighborhoods outside of the Mahard Ranch.. Parks are also provided at convenient locations which provide active recreation opportunities to the community. Creek areas and floodplains have been reserved for open space to provide trail settings along attractive waterways providing hikers and bikers an opportunity to enjoy fns; ccosystern. 'Thoroughfares are designed to provide the necessary connection between this community and the Town. Major connectors provide linkages to surrounding significant roadways allowing efficient movement. The following development standards describe the desired image and charact& necessary to ensure quality development throughout the Mahard Ranch property. The development standards have been carefully designed to allow sufficient flexibility for creative residential and mixed use building solutions while being prescriptive in areas necessary to preserve an overall - cohesiveness. 4925945v.2 124777/00010 L,xhibit C - 1 Development Standards for Mahard Ranch I. Amenity Program a. General. As a master planned community, Mahard Ranch will have a programmed and qualitatively controlled system of amenities throughout. These amenities combine to create an overall sense of place that would be difficult to achieve when considered as independent elements within smaller developments. The community amenities that are addressed within these Development Standards are: • Primary Community Entries • Secondary Community Entries • Neighborhood Entries • Thoroughfare Landscape Buffers Community Park (Reference Development Standards for Additional Information) • Community Amenity Center • Floodplain / Greenway Parks (Reference Development Standards for Additional Information) • Neighborhood Parks (Reference Development Standards for Additional Information) • Pocket Parks b. Primary Community Entries a. Major points of entry into Mahard Ranch (minimum two locations, including at least one entry along SH 380) will be defined with a combination of monument signage, landscape and lighting to create a sense of arrival commensurate in scale and character with a 2,120.54 acre master planned community (see representative examples above). These entries will include: • Community name / logo incorporated into monument signage element, to be constructed of masonry or similar material; • Enhanced landscape, including seasonal color, shrubs, groundcover, perennials and unique combinations of both canopy and ornamental trees; • Enhanced lighting on the; monument / signage and the unique aspects of the landscape; • Water will be considered as an accent feature if land and topography permit, and if compatible with the overall physical design theme for the community. 4925945v.2 12477;/aooio Exhibit C - 2 b. Primary entries will be developed to incorporate both sides of the entry roadway when both are contained within Mahard Ranch, and will also include enhancements to the median in the immediate area (where / if applicable). Landscape easements will be provided to ensure adequate space to provide for visibility triangle(s) and adequate development of entry design. C. Secondary Community Entries a. Secondary community entries will be similar to primary community Entries in their use of compatible building and landscape materials, but will be smaller in scale and land area. They will occur at the outside edges of Mahard Ranch,- a4 the entries for either arterials or collectors into he community. It i , anticipated that a minimum of three secondary entries will be provided for the community, primarily along Teel ParkvV'a.y (see representative examples above). Secondary community entries will include the following elements, scaled slightly smaller than the primary entries: o Community name / logo incorporated into monument signage element, to be constructed of masonry or similar material; • Enhanced landscape, including seasonal color, shrubs, groundcover, perennials and unique combinations of both canopy and ornamental trees:. Fnhanced lighting on the monument / signage and the unique aspects of the landscape; Center median to allow for more landscape density and also provide alternative location for neighborhood identification and way -finding ;graphics; • Landscape easements where required to accommodate enhanced landscape and monument construction. 4925945x.2. 124777/00010 Exhibit C - 3 b. Neighborhood Entries. Internal to Mahard Ranch and along both arterials and collectors, points of intersection will be entranced to denote entries into individual `villages' or neighborhoods. These entries will resemble primary and secondary entries in their use of materials and lands eape, but will also incorporate village or neighborhood names and will contribute to a unique, community -wide system of visual way finding. d. Thoroughfare Landscape Buffers (Arterial and Collector Roads) - 25'Min.). Thoroughfares will provide a continuity of design from primary and secondary points of community entry throughout the entirety of Mahard Ranch. These thoroughfares and the adjacent landscape buffers are intended to include the following: ■ Screen walls composed primarily of ornamental metal fence with living screen or stone or stone veneer (allowing brick accent), ONLY if the Town determines that mitigating circumstances (land area / depth, topography, etc) will not allow natural landscape to buffer adjacent land uses (no builder fencing allowed); • Enhanced grading / berms combined with landscape (grass, trees, accent shrubs and groundcover at entry points) to provide design continuity and buffer adjacent land uses; • Street tree system throughout (formal and/or informal in arrangement — design to be determined), to visually identify the hierarchy of streets and neighborhoods. A variety of tree species will be provided, including canopy / shade and smaller flowering, ornamentals of a minimum 3 inch caliper for every 30 lineal feet which with requested approval by the Town at the time of submission of a preliminary plat may be grouped and in no case shat there be less than the dotal number of street trees as required by this subsection; • Continuous 6' sidewalks on both sides of the lhoroughfare (sidewalks interior to Residential may be 5'); • Integrated neighborhood / `village' entries at points of intersection. e. Community- Park Mahard Ranch will include one community park (of approximately 50 acres) that shall be dedicated to the Town in accordance with the Preannexation Agreement, at the time the adjacent streets are dedicated to the Town. Schedule for improvements and requirements for maintenance are described in Section 4 of the Development Standards. It is intended that this park include sports and athletic facilities, passive and natural spaces and associated parking •- all of a scope and type to be determined in coordination with Town staff. Following are parameters of design intended for this facility: • Location will b, along one of the open space / greenway parks in order to facilitate pedestrian connectivity to the neighborhoods; 4925945N.2 124777/00010 Exhibit C - 4 Facility design will utilize materials (masonry, pavements, landscape, lighting) that are compatible with other common area improvements within the Mahard Ranch community; • Specific facilities to be determined in coordination with Town staff, but may include some combination of the following: ✓ 8' wide hike and bike trails ✓ Softball / Baseball field(s) (lighted); ✓ Soccer field(s) (lighted); ✓ Football field(s) ✓ Multipurpose field(s) ✓ Shade pavilion(s); ✓ Parking; ✓ Trailhead connections to adjacent floodplain / greenway parks; ✓ Site furnishings., including benches, water fountains, trash receptacles; ✓ Enhanced landscape at entries, and irrigated turf in all maintained (developed) areas. f. Community Amenit Center a. At least one Community Amenity Center shall be developed within Mahard Ranch, providing a range of more active, family oriented activities in a 'resort' style environment (see representative examples above). This facility will be HOA maintained and provide the "centerpiece" recreational amenity for the entire community. Like the community park, this facility is intended to be located along the floodplain / greenway parks system to accommodate pedestrian and bicycle access from the neighborhoods of Mahard Ranch. A. A Community Amenity Center will be completed along with the initial phase of residential development, within the Single - Family Residential Tract. B. Three (3) additional Neighborhood Amenity Centers will be built upon completion of each successive phase of residential development, each phase to include approximately 750 homes, within the Single -Family Residential tract. b. The intended program for the Community Amenity Center facility shall include multiple elements from the following list: • Active adult and children's pools; • Water slides and water play features; • Paved and turf chaise areas; 4925945,1.2 124777/00010 Exhibit C -- 5 • Community building, with interior and exterior spaces programmed for resident and HOA uses, including possible inclusion of a kitchen, community room, meeting room(s), fitness room, and storage area(s); • Restrooms (in the community building and possibly additionally at the pool area(s); • Convenience parking (quantity to be determined based upon code compliance); • Children's playground facility(s); • Sport court(s); T'railhead linkages to the floodplain / greenway parks. k� 1� rNIJ l� N}iN�tb as X947 A1C �'f�M� ,n• CC ? 1 "P t-. } Owl ?17 Ir c. Floodplain / Greenway Parks A. Mahard Ranch includes over 550 acres of flood plain corridors through the property. Significant portions of these corridors are rich in native flora and fauna, and are intended to be preserved in a natural condition, with only minimal impact to allow hike / bike trail linkages. Other areas are more open and less valuable as a native resource, and these areas may be developed to include a golf course or ponds and fountains that contribute to the overall storm drainage system and provide enhanced value to the community. All of these corridors shall be interconnected with a series of paths and trails, with an overall hike / bike trail system throughout. Following are th- key components of this system of open space through the community: • Master hike / bike trail — 8' in width — concrete or other material approved by the Town — linking all neighborhoods, schools and amenities; 4t25945v.2 124777/00010 Exhibit C .- 6 • Secondary paths and trails -- 8' in width — concrete or `soft' surface (decomposed granite, crushed tures) is permitted for HOA maintained trails-- providing secondary linkages and `spur' connections to the hike / bike trail system; • Native preservation areas in locations of most desirable existing vegetation, including wetland, upland and forested environments. • Trailh.ead locations at community amenity sites and at schools, to include trail maps, bike racks, and site furnishings (trash, seating); • Ponds and water features in open areas where impacts to existing vegetation will not be an issue and storm drainage requirements can be enhanced — ponds to include predominantly native. soft edges, safety shelves, water circulation / aeration to ensure water quality. 11 " rill ■'low? 1° 6211hO1HicJ A P -111,s A. Mahard Ranch will include a minimum of three, 7.5 acre (each) neighborhood parks, distributed throughout the community in areas that are linked by the floodplain / greenway parks system and that contribute to ensuring a maximum Vi mile walk from any neighborhood to a park or open space amenity. Additional requirements for schedule of completion for these facilities, as well as maintenance, can be found in Section 3 of the Development Standards. B. Neighborhood parks shall be designed as a complementary component of the Mahard Manch amenities program, including consideration of alternative uses, and the use of compatible materials (hardscape, landscape and, if included, lighting). ";'hese parks are to be integrated within the open space system as well as the neighborhoods that they serve. Neighborhood parks may include features and elements from the following list of amenities; 4925945v.2 124777/00010 Exhibit C - 7 • Open play fields (non -lit); • Sport courts; • Covered pavilion or shade structure, • Children's playgrounds segregated by age groups (i.e. 2-5 and 5-12); • Parking for +/- 10 spaces; • Grading around perimeter to provide safety for playfields and street frontages; • 8' sidewalks around site linking facilities and providing connections to adjacent floodplain / greenway parks; • Town's Park signage approved by the Parks Board consistent with community theme. e. Pocket Parks Additional components of the Mahard Ranch amenities program are smaller pocket parks within individual neighborhoods. These parks will be an HOA maintained component of the open space system, and allow for: • Providing valuable open space in adjacency to smaller homes; • integration of existing tree rows and other natural features that warrant preservation; • eusuri ng one-quarter mile resident walks to a component of the open space system; • additional passive and moderately active recreational opportunities, including: ✓ open play areas; ✓ natural interpretive areas; ✓ neighborhood playgrounds; ✓ children's water play area; ✓ small neighborhood gathering spaces. 2. Single -Family Residential Tract a. General Deseri»tion: Residential uses shall be permitted throughout the Property as set forth herein. b. Allowed Uses: Land uses allowed within the Single -Family Residential Tract are as follows. : Uses followed by an S are permitted by Specific Use Permit. Uses followed by a C are permitted subject to conditional development standards. 4925915v.2 124777/00010 1✓xhibit C - 8 Conditional development standards are set forth in Chapter 3, Section 1 of the Town's Zoning Ordinance. • Accessory buildings incidental to the allowed use and constructed of the same materials as the main structure. Churches / rectories • Civic facilities • Electronic security facilities, including gatehouses and control counter Fire stations and public safety facilities a Guest House • Home Occupation C Model Home • Park or Playground Private Recreation Center • Private Street Development and gated communities S 0 Public or Private Parks, playgrounds and neighborhood recreation facilities including, but not limited to, swimming pools, clubhouse facilities and tennis courts, to be stated on plat • Single family residential uses as described herein • Schools — public or private • Golf Course for Country Club (including clubhouse, maintenance facilities, on -course food and beverage structure, and on course restroom facilities.) N Temporary real estate sales offices for eachbuilder during the development and marketing of the Planned Development which shall be removed no later than 30 days following the final issuance of the last Certificate of Occupancy (CO)'on the last lot owned by that builder. H Temporary buildings or the builders and uses incidental to construction work on the premises, which shall be removed upon completion of such work. m Townhouses (only as a buffer use as set forth herein) 9 Utility distribution lines and facilities. Electric substations shall be allowed at the sole discretion of the Developer. C. Density: The maximum number of single family detached units for the Properties is 3,500. d. I.ot Types: The single family detached lots developed within the Properties shall be in accordance with the following Lot Types: Type A Lots: Minimum 8,000 square foot lots 0 'Type B Lots: Minimum 9,000 square foot lots m Type C Lots: Minimum 10,500 square foot lots 0 Type D Lots: Minimum 12,500 square foot lots 4925945v.2 122177;00010 Exhibit C - 9 e. Area and building regulations: a. Type A Lots: The area and building standards for Type A Lots are as follows and as set forth in Table 1: A. Minimum Lot Size. The minimum lot size for Type A Lots shall be 8,000 square feet. A typical lot will be 60' x 133', but may vary as long as requirements in Table 1, on page 54 are accommodated. B. Minimum Lot Width. The minimum lot width for Type A Lots shall be sixty (60) feet. C. Minimum Yard Setbacks. Minimum 1Fronth'ard Setback: The minimum frontyard setbackror Type A Lots shall be twenty-five (25) feet. The minimum front yard and rear yard requirements for staggering the front yards, as set forth in Section 9.3.F of the Town's Zoning Ordinance, as amended shall apply to Type A Lots. ii. Minimum Sidevard Sciback: (a) The minimum sideyard setback for Type A Lots shall be eight (8) feet. (b) For courtyard homes, as defined herein, the minimum sideyard setback shall be fourteen (14) feet for one side and two (2) feet for the other side yard. Windows on the 2' side of the courtyard home will not be allowed unless they are opaque or consist of glass block. (c) For corner lots, the minimum sideyard setback shall be fifteen (15) feet. (d) For keylots, the minimum sideyard setback shall be twenty-five (25) feet. iii. Minimum Rearyard Setback: (a) The minimum rearyard setback shall be twenty-five (25) feet. 4925Wv.2 124777/00010 Exhibit C - 10 (b) For Courtyard. Homes, as defined herein, the minimum rearyard setback is ten (10) feet for a maximum number of lots not to exceed seventy-five (75) Type A lots. iv. Permitted Encroachment. Architectural features and porches may encroach into required front and rear yards up to five (5) feet. Swing - in garages may encroach into required front yards up to ten (10) feet. Front facing garages are permitted to extend to the front fa4ade of the main structure, but may not encroach into the required front yard. D. Minimum Floor Svace. Each dwelling constructed on a Type A Lot shall contain a minimum of one thousand, nine hundred (1.900) square feet of floor space. Floor space shall include air- conditioned floor areas, exclusive of porches, garages, patios, terraces or breezeways attached to the main dwelling E. Leight. The maximum height for structures on Type A Lots shall be forty (40) feet. F. Courtyard Home Option. Courtyard Homes, which are defined as homes having an open-air courtyard surroundled on three sides by the home, are permitted. G. Driveways. Driveways fronting on a street on Type A Lots shall be constructed of the following materials: concrete, brick pavers, stone, interlocking pavers; stamped concrete, or concrete with stone or brick border. H. Exterior Surfaces. The exterior facades of a main building or structure, excluding glass windows and doors, shall be constructed of one hundred (100) percent masonry. Cementitious fiber board. is considered masonry, but may only constitute fifty (50) percent of the area for stories other than the first story. However, cementitious fiber board may not be used as a facade cladding material for portions of upper stories that are in the same vertical plane as the first story. Cementitious fiber board may also be used for. architectural features, 'including window box -outs, bay 4925945v.2 124777/00010 Exhibit C -. 11 windows, roof dormers, garage door headers, columns, chimneys not part of an exterior wall, or other architectural features approved by the Building Official. ii. The surface area of windows surrounded completely by brick may be included within the computation of the exterior brick, brick veneer, stone, or stone veneer wall area of a residence. Address _Plague. A cast stone address plaque is required for each Type- A Lot. The style of the cast stone address plaque shall be uniform throughout each section of development. iv. Chimneys. On Type A Lots, all exposed portions of the fire breast, flu and chimney shall be clad in cementitious lap siding, brick, stone or stucco. Chimneys located on an exterior wall must be 100% brick or stone. V, Stucco. Stucco on structures on Type A Lots shall be traditional 3 -coat process cement plaster stucco. vi. EIFS. EIFS (Exterior Insulating and Finish Process) is not allowed on structures on Type A Lots. I. Windows. All window framing will on structures on Type A Lots shall be bronzed, cream, sand or white anodized aluminum, vinyl or wood. Window shutters may be used on structures on Type A Lots. Window shutters shall be painted, stained wood, or fiberglass. ii. No reflective window coverings or treatments shall be permitted. J. Roofiaa . i. Structures constructed on the Type A Lots shall have a composition, slate or tile roof. ii. The color of the composition roof must appear to be weathered wood shingles, black or slate, 4925945v.2 124777/00010 Exhibit C - 12 unless such other color is approved by the Director of Development Services. iii. Composition roof shingles must be laminated and have a minimum warranty of 30 years. iv. The main roof pitch of any structure shall have a minimum slope of 8" ill 12". Pitch ends shall be 100% guttered. K. Garages. Homes shall have a minimum of two (2) car garages but no more than three (3). No carports shall be permitted. ii. Homes with three (3) garages shall not have more than two (2) garage doors facing the street. Garage doors shall be constructed of either metal or wood. L. Plate Height. Each structure on a Type A Lot shall have a minimum principal plate height of 9' on the first floor. M. Fencing. No fence, wall or hedge on a Type A Lot shall exceed eight (8) feet in height or be less than four (4) feet in height unless otherwise specifically required by the Town of Prosper. i. All Type A Lots backing or siding to Open Space shall have a decorative metal fence abutting to said open space. ii. All other fencing shall be constructed of cedar, board on board with a top rail, and shall be supported with galvanized steel posts. A common fence stain color as well as fence detail shall be established for the community by the developer. 1.5.1.14.2. No fencing shall extend beyond a point ten feet (10') behind the front wall plane of the structure into the front yard. N. Landscaping. i. A minimum of six (6) caliper inches of trees shall be planted on all 'Type A Lots. 4925945v.2 124777/00010 Exhibit C - 13 H. A minimum of one (1) tree shall be located in the front yard. Corner lots adjacent to a street shall plant (1) additional tree in the side yard. iv. Trees shall be a minimum of three caliper inches (3") as measured at 1 foot above grade. V. The front, side and rear yard must be irrigated by a programmable irrigation system and sodded with grass. O. Mailboxes. Mailboxes on a Type A Lot shall be consistent with the theme for the street and with the materials of the home on the respective lot. P. Satellite Dishes. Satellite dishes, limited to eighteen inches (18") in diameter or smaller, mounted below the ridgeline on the roof, and not in public view from the front of the home are permitted on Type A Lots. Q. Air Conditimpers. No window or wall air conditioning units will be permitted on structures on Type A Lots. Outside condensing units (compressors) which are not located within a privacy fenced area shall be screened by shrubbery save and except access and service space to the condensing units which may not be visible from the street. R. Plan Elevations. On Type A Lots, plan elevations shall alternate every four (4) homes on the same side of a street and every three (3) homes on opposite sides of the street. Illustrative examples of the elevations and floor plans for Type A Lots are attached hereto as Exhibit "H-1. S. Accessory Structures. Accessory structures used as a garage, a garage apartment, or guest house, will be allowed. i. Accessory structures shall be subject to the same exterior construction and architectural standards as the main dwelling. ii. Accessory structures shall be separate from the main dwelling by a minimum of ten (10) feet, have a minimum rearyard setback of ten (10) feet, and a minimum sideyard setback of eight (8) feet. 4925945x.2 124777/00010 Exhibit C - 14 b. Type B Lots: The area and building standards for Type B Lots are as follows and as set forth in Table 1: A. Minimum Lot Size. The minimum lot size for Type B Lots shall be nine thousand (9,000) square feet. A typical lot will be 70' x 128', but may vary as long as requirements in Table 1 on page 54 are accommodated. B. Minimum Lot Width. The minimum lot width for Type B Lots shall be seventy (70) feet. C. Minimum Yard Setbacks. i. Minimum Frontyard Setback: The minimum frontyard setback for Type B Lots shall be twenty-five (25) feet. The minimum front yard and rear yard requirements for staggering the front yards, as set forth in Section 9.3.F of the Town's Zoning Ordinance, as amended shall apply to Type B Lots. ii. Minimum Side -yard Setback: (a) The minimum sideyard setback for Type B Lots shall be eight (8) feet. (b) For courtyard homes, as defined herein, the minimum sideyard setback shall be fourteen (14) feet for one side and two (2) feet for the other side yard. Windows on the 2' side of the courtyard home will not be allowed unless they are opaque or consist of glass block. (c) For corner lots, the minimum sideyard setback shall be fifteen (15) feet. (d) For keylots, the minimum sideyard setback shall be twenty-five (25) feet. iii. 'Minimum Rearvard Setback: (a) The minimum rearyard setback shall be twenty-five (25) feet. (b) For Courtyard Homes, as defined herein, the minimum rearyard setback is ten (10) feet 4925945v.2 124777/00010 Exhibit C - 15 for a maximum number of lots not to exceed one hundred and ten (110) Type B lots. iv. Permitted Encroachment. Architectural features and porches may encroach into required front and rear yards up to five (5) feet. Swing - in garages may encroach into required front yards up to ten (10) feet. Front facing garages are permitted to extend to the front fagade of the main structure, but may not encroach into the required front yard. D. 11` hili ium Floor Space. Each dwelling constructed ori a Type B Lot shall contain a minimum of two thousand, one hundred (2,100) square feet of floor space. Floor space shall include air-conditioned floor areas, exclusive of porches, garages, patios, terraces or breezeways attached to the main dwelling E. Height. The maximum height for structures on Type B Lots shall be forty (40) feet. F. Courtyard Home Option. Courtyard Homes, which are defined as homes having an open-air courtyard surrounded on three sides by the home, are permitted. G. Driveways. Driveways fronting on a street on Type B Lots shall be constructed of the following materials: concrete, brick pavers, stone, interlocking pavers, stamped concrete, or concrete with stone or brick border. H. Exterior Surfaces. The exterior facades of a main building or structure, excluding glass windows and doors, shall be constructed of one hundred (100) percent masonry. Cementitious fiber board is considered masonry, but may only constitute fifty (50) percent of the area for stories other than the first story. However, cementitious fiber board may not be used as a fagade cladding material for portions of upper stories that are in the same vertical plane as the first story. Cementitious fiber board may also be used for architectural features, including window box - outs, bay windows, roof dormers, garage door headers, columns, chimneys not part of an 4925945v.2 124777/00010 Exhibit C - 16 exterior wall, or other architectural features approved by the Director of Development Services. ii. The surface area of windows surrounded completely by brick may be included within the computation of the exterior brick, brick veneer, stone, or stone veneer wall area of a residence. Address Plaque. A cast stone address plaque is required for each Type B Lot. The style of the cast stone address plaque shall be uniform throughout each section of development. iv. Chimneys. On Type B Lots, all exposed portions of the fire breast, flu and chimney shall be clad in cementitious lap siding, brick, stone or stucco. Chimneys located on an exterior wall must be 100% brick or stone. V. Stucco. Stucco on structures on Type B Lots shall be traditional 3 -coat process cement plaster stucco. Vi. EIFS. EIFS (Exterior Insulating and Finish Process) is not allowed on structures on Type B Lots. I. Windows. All window framing will on structures on Type B Lots shall be bronzed, cream, sand or white anodized aluminum, vinyl or wood. i, Window shutters may be used on structures on Type B Lots. Window shutters shall be painted, stained wood, or fiberglass. ii. No reflective window coverings or treatments shall be permitted. J. Roofin Structures constructed on the Type B Lots shall have a composition, slate or tile roof. ii. The color of the composition roof must appear to be weathered wood shingles, black or slate, unless such other color is approved by the Director of Development Services. 4925945v.2 124777/00010 Exhibit C - 17 iii. Composition roof shingles must be laminated and have a minimum warranty of 30 years. iv. The main roof pitch of any structure shall have a minimum slope of 8" in 12". Pitch ends shall be 100% guttered. K. Garages. L Homes shall have a minimum of two (2) car garages but no more than four (4). No carports shall be permitted. ii. Homes with three (3) or four (4) garages shall not have more than two (2) garage doors facing the street. Garage doors shall be constructed of either metal or wood. L. Plate Hight. Each structure on a Type B Lot shall have a minimum principal plate height of 9' on the first floor. M. 1+ciiciiia. No fence, wall or hedge on a Type B Lot shall exceed eight (8) feet in height or be less than four (4) feet in height unless otherwise specifically required by the Town of Prosper. i. All Type B Lots backing or siding to Open Space shall have a decorative metal fence abutting to said open space. ii. All other fencing shall be constructed of cedar, board on board with a top rail, and shall be supported with galvanized steel posts. A common fence stain color as well as fence detail shall be established for the community by the developer. No fencing shall extend beyond a point ten feet (10') behind the front wall plane of the structure into the front yard. N. 1—wdsc ping. L A minimum of nine (9) caliper inches of trees shall be planted on all Type B Lots. 4925945v.2 124777/00010 Exhibit C - 18 H. A minimum of two (2) three inch (3") caliper trees shall be located in the front yard. Corner lots adjacent to a street shall plant (1) additional tree in the side yard. iv. Trees shall be a minimum of three caliper inches (3") as measured at 1 foot above grade. V. The front, side and rear yard must be irrigated by a programmable irrigation system and sodded with grass. O. Mailboxes. Mailboxes on a Type B Lot shall be consistent with the theme for the street and with the materials of the home on the respective lot. P. Satellite Dishes. Satellite dishes, limited to eighteen inches (18") in diameter or smaller, mounted below the ridgeline on the roof, and not in public view from the front of the home are permitted on Type B Lots. Q. Air Conditioners. No window or wall air conditioning units will be permitted on structures on Type B Lots. Outside condensing units (compressors) which are not located within a privacy fenced area shall be screened by shrubbery save and except access and service space to the condensing units which may not be visible from the street. R. Plan Elevations. On Type B Lots, plan elevations shall alternate every four (4) homes on the same side of a street and every three (3) homes on opposite sides of the street. Illustrative examples of the elevations and floor plans for Type B Lots are attached hereto as Exhibit "H-2". S. Accessory Structures. Accessory structures used as a garage, a garage apartment, or guest house, will be allowed. i. Accessory structures shall be subject to the same exterior construction and architectural standards as the main dwelling. ii. Accessory structures shall be separate from the main dwelling by a minimum of ten (10) feet, have a minimum rearyard setback of ten (10) feet, and a minimum sideyard setback of eight (8) feet. 4925945v.2 124777/00010 Exhibit C - 19 C. Type C Lots: The area and building standards for Type C Lots are as follows and as set forth in Table 1: A. Minimum Lot Size. The minimum lot size for Type C Lots shall be ten thousand, five hundred (10,500) square feet. A typical lot will be 80' x 131', but may vary as long as the requirements of Table 1 are accommodated. B. Minimum Lot Width. The minimum lot width for Type C Lots shall be eighty (80) feet. C. Minimum Yard Setbacks. i. Minimum Front -yard Setback: The minimum frontyard setback for Type C Lots shall be twenty-five (25) feet. The minimum front yard and rear yard requirements for staggering the front yards, as set forth in Section 9.3.F of the Town's Zoning Ordinance, as amended shall apply to Type C Lots. ii. Minimum Sideyard Setback: (a) The minimum sideyard setback for Type C Lots shall be eight (8) feet. (b) For courtyard homes, as defined herein, the minimum sideyard setback shall be fourteen (14) feet for one side and two (2) feet for the other side yard. Windows on the 2' side of the courtyard home will not be allowed unless they are opaque or consist of glass block. (c) For corner lots, the minimum sideyard setback shall be fifteen (15) feet. (d) For keylots, the minimum sideyard setback shall be twenty-five (25) feet. iii. Minimum 12earyard Setback: (a) The minimum rearyard setback shall be twenty-five (25) feet. (b) For Courtyard Homes, as defined herein, the minimum rearyard setback is ten (10) feet for a 4925945x.2 124777/00010 Exhibit C - 20 maximum number of lots not to exceed one hundred ten (110) Type C lots. iv. Permitted Encroachment. Architectural features and porches may encroach into required front and rear yards up to five (5) feet. Swing - in garages may encroach into required front yards up to ten (10) feet. Front facing garages are permitted to extend to the front fagade of the main structure, but may not encroach into the required front yard. D. PIIIininiti m Floor Space. Each dwelling constructed on a Type C Lot shall contain a minimum of two thousand, three hundred (2,300) square feet of floor space. Floor space shall include air-conditioned floor areas, exclusive of porches, garages, patios, terraces or breezeways attached to the main dwelling E. Hesj,,ht. The maximum height for structures on Type C Lots shall be forty-five (45) feet. F. Courtyard Dame Option. Courtyard Homes, which are defined as homes having an open-air courtyard surrounded on three sides by the home, are permitted. G. Driveways. Driveways fronting on a street on Type C Lots shall be constructed of the following materials: concrete, brick pavers, stone, interlocking pavers, stamped concrete, or concrete with stone or brick border. H. Exterior Surfaces, The exterior facades of a main building or structure, excluding glass windows and doors, shall be constructed of one hundred (100) percent masonry. Cementitious fiber board is considered masonry, but may only constitute fifty (50) percent of the area for stories other than the first story. However, cementitious fiber board may not be used as a fagade cladding material for portions of upper stories that are in the same vertical plane as the first story. Cementitious fiber board may also be used for architectural features, including window box - outs, bay windows, roof dormers, garage door headers, columns, chimneys not part of an 4925945v.2 124777/00010 Exhibit C - 21 exterior wall, or other architectural features approved by the Director of Development Services. ii. The surface area of windows surrounded completely by brick may be included within the computation of the exterior brick, brick veneer, stone, or stone veneer wall area of a residence. Address Plaque. A cast stone address plaque is required for each Type C Lot. The style of the cast stone address plaque shall be uniform throughout each section of development. iv. Chimneys. On Type C Lots, all exposed portions of the fire breast, flu and chimney shall be clad in cementitious lap siding, brick, stone or stucco. Chimneys located on an exterior wall must be 100% brick or stone. V. Stucco. Stucco on structures on Type C Lots shall be traditional 3 -coat process cement plaster stucco. vi. EIFS. EIFS (Exterior Insulating and Finish Process) is not allowed on structures on Type C Lots. I. Windows. All window framing will on structures on Type C Lots shall be bronzed, cream, sand or white anodized aluminum, vinyl or wood. Window shutters may be used on structures on Type C Lots. Window shutters shall be painted, stained wood, or fiberglass. ii. No reflective window coverings or treatments shall be permitted. J. Roofing. Structures constructed on the Type C Lots shall have a composition, slate or tile roof. ii. The color of the composition roof must appear to be weathered wood shingles, black or slate, unless such other color is approved by the Director of Development Services. 4925945v.2 124777/00010 Exhibit C - 22 Composition roof shingles must be laminated and have a minimum warranty of 30 years. iv. The main roof pitch of any structure shall have a minimum slope of 10" in 12". Pitch ends shall be 100% guttered. K. Garages. i. Homes shall have a minimum of two (2) car garages but no more than four (4). No carports shall be permitted. ii. Homes with three (3) or four (4) garages shall not have more than two (2) garage doors facing the street. Garage doors shall be constructed of metal or wood. L. Plate Height. Each structure on a Type C Lot shall have a minimum principal plate height of 10' on the first floor. M. Fenchij-,. No fence, wall or hedge on a Type C Lot shall exceed eight (8) feet in height or be less than four (4) feet in height unless otherwise specifically required by the Town of Prosper. i. All Type C Lots backing or siding to Open Space shall have a decorative metal fence abutting to said open space. ii. All other fencing shall be constructed of cedar, board on board with a top rail, and shall be supported with galvanized steel posts. A common fence stain color as well as fence detail shall be established for the community by the developer. N. Landscaping. No fencing shall extend beyond a point ten feet (10') behind the front wall plane of the structure into the front yard. A minimum of nine (9) caliper inches of trees shall be planted on all Type C Lots. 4925945v.2 124777/00010 Exhibit C - 23 ii. A minimum of two (2) three inch (3") caliper trees shall be located in the front yard. Corner lots adjacent to a street shall plant (1) additional tree in the side yard. iv. Trees shall be a minimum of three caliper inches (3") as measured at 1 foot above grade. V. The front, side and rear yard must be irrigated by a programmable irrigation system and sodded with grass. O. Mailboxes. Mailboxes on a Type C Lot shall be consistent with the theme for the street and with the materials of the home on the respective lot. P. Satellite Dishes. Satellite dishes, limited to eighteen inches (18") in diameter or smaller, mounted below the ridgeline on the roof, and not in public view from the front of the home are permitted on Type C Lots. Q. Air Conditioners. No window or wall air conditioning units will be permitted on structures on Type C Lots. Outside condensing units (compressors) which are not located within a privacy fenced area shall be screened by shrubbery save and except access and service space to the condensing units which may not be visible from the street. R. Plan Elevations. On Type C Lots, plan elevations shall alternate every four (4) homes on the same side of a street and every three (3) homes on opposite sides of the street. Illustrative examples of the elevations and floor plans for Type C Lots are attached hereto as Exhibit "H-3". S. Accessary Structures. Accessory structures used as a garage, a garage apartment, or guest house, will be allowed. i. Accessory structures shall be subject to the same exterior construction and architectural standards as the main dwelling. ii. Accessory structures shall be separate from the main dwelling by a minimum of ten (10) feet, have a minimum rearyard setback of ten (10) feet, and a minimum sideyard setback of eight (8) feet. 4925945v.2 124777/00010 Exhibit C - 24 d. ly>pe D Lots: The area and building standards for Type D Lots are as follows and as set forth in Table 1: A. Minimum Lot Size. The minimum lot size for Type D Lots shall be twelve thousand, five hundred (12,500) square feet. A typical lot will be 90' x 138', but may vary as long as requirements Table 1 are accommodated. B. Minimum Lot Width. The minimum lot width for Type D Lots shall be ninety (90) feet. C. Minimum Yard Setbacks. i. Minimum Front -yard Setback: The minimum frontyard setback for Type D Lots shall be twenty-five (25) feet. The minimum front yard and rear yard requirements for staggering the front yards, as set forth in Section 9.3.17 of the Town's Zoning Ordinance, as amended shall apply to Type D Lots. ii. Minimum Sideyard Setback: (a) The minimum sideyard setback for Type D Lots shall be eight (8) feet. (b) For corner lots, the minimum sideyard setback shall be fifteen (15) feet. (c) For keylots, the minimum sideyard setback shall be twenty-five (25) feet. Minimum Itearyard Setback: The minimum rearyard setback shall be twenty-five (25) feet. iv. Permitted Encroachment. Architectural features and porches may encroach into required front and rear yards up to five (5) feet. Swing - in garages may encroach into required front yards up to ten (10) feet. Front facing garages are permitted to extend to the front facade of the main structure, but may not encroach into the required front yard. D. Minimum Floor Space. . Each dwelling constructed on a Type D Lot shall contain a minimum of two thousand, six hundred (2,600) square feet of floor space. Floor space shall include 4925945v.2 124777/00010 Exhibit C - 25 air-conditioned floor areas, exclusive of porches, garages, patios, terraces or breezeways attached to the main dwelling E. Height, The maximum height for structures on Type D Lots shall be forty-five (45) feet. F. [7riveways. Driveways fronting on a street on Type D Lots shall be constructed of the following materials: concrete, brick pavers, stone, interlocking pavers, stamped concrete, or concrete with stone or brick border. G. Exterior Surfaces. i. The exterior facades of a main building or structure, excluding glass windows and doors, shall be constructed of one hundred (100) percent masonry. Cementitious fiber board is considered masonry, but may only constitute fifty (50) percent of the area for stories other than the first story. However, cementitious fiber board may not be used as a fagade cladding material for portions of upper stories that are in the same vertical plane as the first story. Cementitious fiber board may also be used for architectural features, including window box - outs, bay windows, room dormers, garage door headers, columns, chimneys not part of an exterior wall, or other architectural features approved by the Building Official. ii. The surface area of windows surrounded completely by brick may be included within the computation of the exterior brick, brick veneer, stone, or stone veneer wall area of a residence. Address Plaque. A cast stone address plaque is required for each Type D Lot. The style of the cast stone address plaque shall be uniform throughout each section of development. iv. Chimneys. On Type D Lots, all exposed portions of the fire breast, flu and chimney shall be clad in cementitious lap siding, brick, stone or stucco. Chimneys located on an exterior wall must be 100% brick or stone. 4925945v.2 124777/00010 Exhibit C - 26 V. Stucco. Stucco on structures on Type D Lots shall be traditional 3 -coat process cement plaster stucco. vi. EIFS. EIFS (Exterior Insulating and Finish Process) is not allowed on structures on Type D Lots. H. Windows. All window framing will on structures on Type D Lots shall be bronzed, cream, sand or white anodized aluminum, vinyl or wood. L Window shutters may be used on structures on Type D Lots. Window shutters shall be painted, stained wood, or fiberglass. ii. No reflective window coverings or treatments shall be permitted. 1. RoofCnp. Structures constructed on the Type D Lots shall have a composition, slate or tile roof. ii. The color of the composition roof must appear to be weathered wood shingles, black or slate, unless such other color is approved by the Director of Development Services. Composition roof shingles must be laminated and have a minimum warranty of 30 years. iv. The main roof pitch of any structure shall have a minimum slope of 10" in 12". Pitch ends shall be 100% guttered. J. Garaj4es. Homes shall have a minimum of two (2) car garages but no more than four (4). No carports shall be permitted. U. Homes with three (3) or four (4) garages shall not have more than two (2) garage doors facing the street. Garage doors shall be constructed of metal or wood. 4925945v.2 124777/00010 Exhibit C - 27 K. Plate Height. Each structure on a Type D Lot shall have a minimum principal plate height of 10' on the first floor. L. )Fencing. No fence, wall or hedge on a Type D Lot shall exceed eight (8) feet in height or be less than four (4) feet in height unless otherwise specifically required by the Town of Prosper. All Type D Lots backing or siding to Open Space shall have a decorative metal fence abutting to said open space. ii. All other fencing shall be constructed of cedar, board on board with a top rail, and shall be supported with galvanized steel posts. A common fence stain color as well as fence detail shall be established for the community by the developer. in. No fencing shall extend beyond a point ten feet (10') behind the front wall plane of the structure into the front yard. M. Lamiscapin. A minimum of nine (9) caliper inches of trees shall be planted on all Type D Lots. ii. A minimum of two (2) three inch (3") caliper trees shall be located in the front yard. Corner lots adjacent to a street shall plant (1) additional tree in the side yard. iv. Trees shall be a minimum of three caliper inches (3") as measured at 1 foot above grade. V. The front, side and rear yard must be irrigated by a programmable irrigation system and sodded with grass. N. Mailboxes. Mailboxes on a Type D Lot shall be consistent with the theme for the street and with the materials of the home on the respective lot. O. Satellite Dishes. Satellite dishes, limited to eighteen inches (18") in diameter or smaller, mounted below the ridgeline on the roof, and not in public view from the front of the home are permitted on Type D Lots. 4925945v.2 124777/00010 Exhibit C - 28 P. Air Conditioners. No window or wall air conditioning units will be permitted on structures on Type D Lots. Outside condensing units (compressors) which are not located within a privacy fenced area shall be screened by shrubbery save and except access and service space to the condensing units which may not be visible from the street. Q. Plan Elevations. On Type D Lots, plan elevations shall alternate every four (4) homes on the same side of a street and every three (3) homes on opposite sides of the street. Illustrative examples of the elevations and floor plans for Type D .Lots are attached hereto as Exhibit "H-4". R. Accessory Structures. Accessory structures used as a garage, a garage apartment, or guest house, will be allowed. i. Accessory structures shall be subject to the same exterior construction and architectural standards as the main dwelling. ii. Accessory structures shall be separate from the main dwelling by a minimum of ten (10) feet, have a minimum rearyard setback of ter. (10) feet, and a minimum sideyard setback of eight (8) feet. 4925945v.2 124777/00010 Exhibit C - 29 TABLE 1 Lot Type A Lot Type B Lot Type C Lot Type D Min. permitted lot 8,000 sq. ft 9,000 sq. ft. 10,500 sq. ft 12,500 sq. ft. sizes 1,100 1,100 550 Max. permitted 750 number of lots Min. Front Yard 25 ft. 25 ft. 25 ft. 25 ft. Min. Side Yard 8 ft. (14'/2' on 8 ft. (14'/2' on 8 ft. (14'/2' on 8 ft. courtyard option) courtyard option) courtyard option) Corner Lot 15 ft. 15 ft. 15 ft. 15 ft. Key Lot 25 ft. 25 ft. 25 ft. (10' on 25 ft. 25 ft. (10' on 25 ft. Min. Rear Yard 25 ft. (10' on 25 ft. courtyard option for courtyard option for courtyard option for no more than 75 no more than 110 no more than 110 Type A lots) Type B lots) Type C lots) 40 ft. Max. building 40 ft. 45 ft. 45 ft. Height 55% 50% 45% Max. Lot Coverage 45% Min. Lot Width 60 ft. 70 ft. 80 ft. 90 ft, Min. ► of Depth 100 ft. 100 ft. 110 ft. 125 ft. Min. Dwelling Area 1,900 sq. ft. 2,100 sq. ft. 2,300 sq. ft. 2,600 sq. ft. 3. Mixed -Use Tract a. I)efinition: The term `Mixed -Use' as applied to the Mahard Ranch Development shall include residential and non-residential land uses integrated vertically or horizontally along the property facing U.S. Highway 380 in a walkable, vibrant market driven neighborhood, giving residents the opportunity to live, work and shop in the same community. The architecture of the mixed-use portion of the development will blend with the surrounding residential neighborhood's style. Non-residential uses include retail, restaurants and office. Retail uses are primarily intended to supply the community with everyday convenience goods and services and shall occur on the ground level of stand alone or integrated buildings. Office shall include neighborhood service oriented professional, financial, and medical uses and may occupy ground and/ or upper level building space. Residential land uses are intended to supply attached housing product helping act as a buffer between the more intense retail and office uses along U.S. Highway 380 and the less intense suburban single family residential product to the north. Principal uses may include town homes and multi -family (condominiums, live/ work loft residential, and luxury apartments). However, it 4925945v.2 124777/00010 Exhibit C - 30 is acknowledged that all or a portion designated as the Mixed Use Tract may develop solely for retail or office uses. It is intended in these standards to provide the flexibility to develop either a multiple use project or traditional retail development. b. Alternative Development Standards. Property within the Mixed Use Tract may be developed solely for retail uses. The Mixed Use Tract development standards provide two sets of standards that allow for a pedestrian -oriented multiple use development (Section 2.3) or, in the alternative, traditional retail development (Section 2.4). C. Mixed -Use Development Standards (pedestrian -oriented): A maximum of 250 acres of mixed-use development is permitted on the Properties generally located between U.S. Highway 380 and the collector street (see Exhibit `B'). Development standards for a mixed-use development for this area within the development are described below. a. Permitted Uses. The following uses are permitted within the "Mixed Use" area. : Uses followed by an S are permitted by Specific Use Permit. Uses followed by a C are permitted subject to conditional development standards. Conditional development standards are set forth in Chapter 3, Section 1 of the Town's Zoning Ordinance. + Accessory Building ■ Administrative, Medical, or Professional Office ■ Antenna and/or Antenna Support Structure, Commercial S ■ Antenna and/or Antenna Non -Commercial, attached to buildings or water towers (stand -above towers are prohibited) C ■ Antique Shop and Used Furniture • Artisan's Workshop ■ Assisted Care or Living Facility S Athletic Stadium or Field, Private S • Athletic Stadium or Field, Public • Bank, Savings and Loan, or Credit Union • Beauty Salon/Barber Shop • Bed and Breakfast Inn • Beer & Wine Package Sales C + Building Material and Hardware Sales, Minor • Building Material and Hardware Sales, Major ■ Business Service • Caretaker's/Guard's Residence ■ Civic/Convention Center • Commercial Amusement, Indoor ■ Community Center • Convenience Store with Gas Pump C 4925945v.2 124777/00010 Exhibit C - 31 • Convenience Store without Gas Pump • Day Care Center, Adult S • Day Care Center, Child S • Drug Stores/Pharmacies • Duplicating Centers, Mailing Services, Etc • Dry Cleaning, Minor • Farmer's Market • Financial Institutions • Fraternal Organization, Lodge, Civic Club, Fraternity, or Sorority • Furniture, Home Furnishings and Appliance Store • Garage Apartment • Gas Pumps C • Golf Course and/or Country Club • Governmental Office Gymnastics/Dance Studio • Health/Fitness Center • Helistop S • Home Occupation C • Homebuilder Marketing Center • Hospital • Hotel C • House of Worship ■ Independent Living Facilities • Laboratory, Medical and Dental. « Insurance Office • Locksmith/Security System Company • Massage Therapy, Licensed • Mini-Warehouse/Public Storage S Motel S « Multifamily Dwelling (only within the Mixed Use pedestrian alternative) * Municipal Uses ■ Museum/Art Gallery • Nursery, Major S • Nursery, Minor • Optical Stores — Sales and Services • Office/Showroom « Park or Playground • Pet Day Care • Post Office Facilities • Print Shop, Minor • Private Club S Private Recreation Center 4925945x.2 124777/00010 Exhibit C - 32 • Private Street Development S • Private Utility, Other Than Listed Retirement Housing Research and Development Center Recycling Collection Point © Residence Hotel C m Restaurant or Cafeteria C Restaurant, Drive In/ Drive-Thru Retail Stores and Shops Retail/Service Incidental Use Retirement Housing School, Private or Parochial School, Public Single Family Dwelling, Attached(Townhome) Stealth Antenna, Commercial Studio Dwelling Temporary Building C Theater, Neighborhood • Theater, Regional ® Veterinarian Clinic and/or Kennel, Indoor • Winery b. Multifamily_ Uses: Multi -family units shall be allowed within the mixed use area. A maximum of three hundred, (300) multifamily units shall be allowed within the Mixed Use Tract. If portions of the designated Mixed Use Tract are developed with multi -family residential housing types, they shall be developed in accordance with the following criteria: A. Reduired Parking: Parking requirements for multi -family development shall be two spaces per one -bedroom unit, two spaces per two-bedroom unit, two and one-half spaces per three-bedroom unit and one-half space per each additional bedroom per unit. One (1) enclosed parking space per unit will be provided as part of the multi -family unit configuration. Enclosed parking will consist of an attached or detached garage or parking structure screened from public view. B. 1?xterior Facade Building Materials: All buildings within a multifamily development shall have an exterior finish of stone, stucco, brick, tile, concrete, glass or similar materials or any combination thereof. The use of cementitious fiber board as a primary exterior building material shall be limited to a maximum of fifteen percent of the total exterior wall surfaces. All exterior finishes of buildings within a multifamily 4925945v.2 124777/00010 Exhibit C - 33 development shall have a minimum of ten percent (10%) stone accents. C. Controlled Access: All multi -family developments that contain limited gated access shall locate all gate controls, card pads and intercom boxes in driveway islands in a manner that provides a minimum of one hundred (100) feet of stacking distance from the gate. Such driveway islands shall also contain a break that allows for vehicular u -turn movements back onto a public street. C. Townhouse Uses: Townhouse units shall be allowed within the mixed use area or single family area as a buffer between non-residential and single family development. A maximum of three hundred (300) townhouse units shall be allowed. Townhouse units constructed in Single Family Residential Tract do not count against the maximum lot count of 3,500 single family lots. If portions of the designated mixed-use area are developed with townhouse residential housing types, they shall be developed in accordance with the following criteria: A. Reed Parking,: Parking requirements for townhouse development shall be two spaces per one -bedroom unit, two spaces per two-bedroom unit, two and one-half spaces per three-bedroom unit and one-half space per each additional bedroom per unit. Two (2) enclosed parking spaces per unit will be provided as part of the townhouse unit configuration. Enclosed parking will consist of an attached or detached garage or parking structure screened from public view. B. Exterior Facade Building Materials: All buildings within a townhouse development shall have an exterior finish of stone, stucco, brick, tile, concrete, glass or similar materials or any combination thereof. The use of cementitious fiber board as a primary exterior building material shall be limited to a maximum of fifteen percent of the total exterior wall surfaces. All exterior finishes of buildings within a townhouse development shall have a minimum of ten percent (10%) stone accents. C. Controlled Access: All townhouse developments that contain limited gated access shall locate all gate controls, card pads and intercom boxes in driveway islands in a manner that provides a minimum of one hundred (100) feet of stacking distance from the gate. Such driveway islands shall also contain a break that allows for vehicular u -turn movements back onto a public street. 4925945v.2 124777/00010 Exhibit C - 34 d. Residential development standards: Development shall be in accordance with the following table: Multifamily setbacks include: a. Fifty (50) feet for one (1) or two (2) story structures adjacent to property lines with a single family residential use. b. One hundred and fifty (150) feet for three (3) story structures adjacent to property lines with a single family residential use. 2 The maximum height of any building within 60 feet of a property line with a single family residential use shall be 36 feet or 2 stories. e. Non-residential uses A. Required Parking: The total parking required shall be the sum of the specific parking space requirement for each use included within the Mixed Use Tract as required by 'Zoning Ordinance No. 05-20 as it is in effect on the date the approval of this Agreement or as amended. B. Exterior Facade Building Materials: All main buildings shall have an exterior finish of stone, stucco, brick, tile, concrete, glass or similar materials or any combination thereof. Cementitious fiber board may only be used as an accent material subject to 10% of a fagade. C. Commercial and Retail development standards: Development regulations for development within the Mixed Use "Tract are intended to allow mixed use development consisting of vertically and horizontally integrated retail, office, service and residential uses. Typically referred to as "new urbanism" -style development, this type of development is characterized by 4925945v.2 124777/00010 Exhibit C - 35 Residential Product Type Multi -family not on Development Requirement Townhouse the second story of other uses Max. Gross Density 10.0 du!ac _ 15.0 du/ac Min. Lot Area 1,000 sq. ft. 1 acre. Min. Lot Width 20' 100' Min. Lot Depth 50' 150' Min. Front Setback 0' 20" Min. Rear Setback 20' 20" Min. Side Setback (interior lot) 0' 20" Min. Side Setback (corner lot) 15' 25" Max. Lot Coverage 80% 70% Min. Floor Area / Dwelling Unit 1,200 sq. ft. 650 sq. ft. Max. Building Height / No. of stories' 48' / 3z _ 20% 48' / 3 30% Min. Open Space Multifamily setbacks include: a. Fifty (50) feet for one (1) or two (2) story structures adjacent to property lines with a single family residential use. b. One hundred and fifty (150) feet for three (3) story structures adjacent to property lines with a single family residential use. 2 The maximum height of any building within 60 feet of a property line with a single family residential use shall be 36 feet or 2 stories. e. Non-residential uses A. Required Parking: The total parking required shall be the sum of the specific parking space requirement for each use included within the Mixed Use Tract as required by 'Zoning Ordinance No. 05-20 as it is in effect on the date the approval of this Agreement or as amended. B. Exterior Facade Building Materials: All main buildings shall have an exterior finish of stone, stucco, brick, tile, concrete, glass or similar materials or any combination thereof. Cementitious fiber board may only be used as an accent material subject to 10% of a fagade. C. Commercial and Retail development standards: Development regulations for development within the Mixed Use "Tract are intended to allow mixed use development consisting of vertically and horizontally integrated retail, office, service and residential uses. Typically referred to as "new urbanism" -style development, this type of development is characterized by 4925945v.2 124777/00010 Exhibit C - 35 pedestrian -scaled development offering multiple services and amenities with unique landscape and streetscape design. Development for non-residential land uses shall conform to the following: r. Floor Area: The allowable floor area of buildings within the mixed-use area shall be unlimited, provided that all conditions described herein are met. ii. Lot Area: There is no minimum lot area. Lot Coveraae: In no case shall the combined areas of the main buildings and accessory buildings cover more than 90% of the total lot area. Parking facilities shall be excluded from lot coverage computation. iv. Lot Width: There is no minimum lot width. V. Lot Depth: There is no minimum lot depth. vi. Front Yard: The minimum depth of the front yard shall be ten (10) feet vii. Side Yard: No side yard is required unless vehicular access is provided/required, in which case the side yard shall have a depth of not less than twelve feet. A twenty -four -foot minimum side yard shall be provided where fire lane access is required and wherever a vehicular access/fire lane easement is not available on the adjoining property. viii. Rear Yard: No rear yard is required unless vehicular access is provided/required, in which case the rear yard shall have a depth of not less than twelve feet. A twenty -four -foot minimum rear yard shall be provided where fire lane access is required and wherever a vehicular access/fire lane easement is not available on the adjoining property. ix. Building Height: Buildings shall be a maximum of five (5) stories, not to exceed seventy (70) feet in height. Architectural features, parapets, 4925945v.2 124777/00010 Exhibit C - 36 mechanical equipment, chimneys, antennas and other such architectural projections may extend above this height limit. X. Pad Sites. There is no limit on the number of pad sites within the Mixed Use Tract for retail uses provided each pad site must satisfy the Area Requirements. f Architectural. A. Maximum Building Len th -- Buildings shall not be longer than 550 feet without an unconnected physical separation of 25 feet between another building. B. Building Articulation -- All buildings should be designed to emphasize a "base, mid-section, and top." Facades facing public and private streets and extending greater than one hundred (100) feet in length shall incorporate wall plane recesses having a minimum depth of at least three (3) percent of the length of the fagade. Recesses shall comprise at least twenty-five percent (25%) of the length of the facade. No uninterrupted length of a fayade shall exceed fifty (50) feet in length. C. Roof Line Articulation -- Variations in roof lines shall be used to add interest and reduce the scale of large buildings. Roof features shall complement the character of the overall development and shall have at least one of the following features: • Parapets concealing flat roofs and rooftop equipment from public view. The average height shall not exceed 15% of the height of the supporting wall. Parapets shall feature three dimensional cornice treatment. • Overhanging eaves, extending no less than three (3) feet past the supporting walls • Supporting roofs that do not exceed the average height of the supporting walls with an average slope no greater than 3:1 slope. • Roof dormers interrupting the eave line. D. EXTERIOR OF BUILDINGS Facades -- All facades oriented toward rights -of - ways, drives or public spaces shall have no less than three of the following elements: 4925945v.2 124777/00010 Exhibit C - 37 ■ Overhangs ■ Canopies or Porticos ■ Recesses/Projections ■ Arcades ■ Raised corniced parapets over the entrance ■ Peaked roof forms ■ Arches ■ Outdoor patios ■ Display windows ■ Integral planters that incorporate landscaped areas or seating areas g. PARKING AREAS A. Surface parking lots shall be screened from streets through the use of screening or liner development such as townhome, live - work, and loft office units. Parking garages may not be visible from streets on more than 2 sides of each block. Beyond these two sides, a development liner (such as loft residential, office, etc.) shall be constructed to shield the garage from view. B. Surface Parking Perimeter Screening— All surface parking lots shall be screened from street view. Such screening shall take the form of 3 foot, 7 -gallon plantings of dense evergreen hedge at time of installation measured above the grade of the parking lot. C. Landscape Medians — All surface parking lots shall have a landscape median strip with a minimum width of 6 feet incorporated into the parking lot design to separate the parking area and drive aisle with direct connection to the street. 1 tree shall be planted for every 35 linear feet of median. h. SERVICE AND EQUIPMENT AREAS. Service areas are zones and loading docks where servicing of the site takes place and include wall-, ground- or roof -mounted mechanical or equipment areas. A. Placement of Service Areas — Service areas shall (i) not front or be visible from a street, and shall be placed within the building envelope they serve; or (ii) follow the screening requirements below. Dumpsters and trash enclosures be placed within a building's envelope, and no service areas be placed where they are visible from US Highway 380, Gee Road or Fields Road. Loading areas must not be located closer than fifty (50) feet to any single-family lot or public right-of-way, unless wholly within an enclosed building. 4925945v.2 124777/00010 Exhibit C - 38 B. Service Area Screening -- Off-street loading and service areas must be placed at the side or rear of buildings and shall be screened in conformity with the requirements of the Zoning Ordinance. C. Service Area Screening Design — In general, the design of all service area screening shall be complementary to the design of the building it serves in terms of its material and color. D. Roof -Mounted Equipment Screening— All roof -mounted equipment shall be screened from public view through the use of design features that complement the building they serve in terms of material and color. i. FENCING A. Fencing Length and Height -- The maximum length of a fence shall be fifty (50) feet without a break of thirty (30) feet. No fencing shall be above three (3) feet in height. B. Fencing Material -- All fencing must be wrought iron or decorative steel. j. SITE LANDSCAPING A. Street Trees — Street trees shall be planted at an average of thirty (30) feet on -center across each block face and three and one- half (3 '/2) feet from the back of curb. These trees shall have a minimum caliper of four (4) inches at installation, and shall not be closer than ten (10) feet from a street lamppost. Street tree material shall follow the recommendation of the Director of Development Services, and shall generally follow the type of canopy line created by red oak, live oak, etc. Street trees shall use a consistent species along both sides of each block. B. Tree Planters — Street trees shall be centered within five (5) foot by ten (10) foot planters as leave -outs within the sidewalk and screened with either a twelve (12) inch high ornamental steel fence or brick turn -up edge. Planters shall also consist of evergreen ground cover and perennial plantings. The street - facing leading edge of all planters shall be placed one foot, six inches (1.5 feet) from the face of the curb to allow clearance for passenger car doors to open. C. Prior to the issuance of a Certificate of Occupancy for any building, structure or improvement, all landscaping must be installed in accordance with the approved corresponding landscaping plan. 4925945v.2 124777/00010 Exhibit C - 39 D. Street Lights — Street lights shall be located four (4) feet from face of curb on average intervals of seventy-five (75) feet along all block faces. The light fixtures shall be mounted ten (10) to twelve (12) feet from the finished grade of the sidewalk and shall be of metal halide type. E. Bicycle Racks —Bicycle racks shall be provided on 150 foot intervals of all block faces, clustering at street lamp or building entry locations. F. Litter Containers and Benches — Litter containers and benches shall be provided on 150 foot intervals along all block faces and clustered at street lamp or building entry locations. d. Mixed -Use Development Standards (Traditional Retail). Retail development within the Mixed Use Tract is intended predominately for heavy retail, service, light intensity wholesale and commercial uses, but excluding warehousing uses. The nature of uses in this District has operating characteristics and traffic service requirements generally compatible with typical office, retail, and some residential environments. Uses in this District may require open, but screened, storage areas for materials. In the event all or a portion of the Mixed Use Tract is developed solely for retail uses (i.e. not a mixed use development) then the development for retail uses shall conform to the following standards: a. Size of Yards: 1. Minimum Front Yard: thirty (30) feet. 2. Minimum Side Yard: a. Fifteen (15) feet adjacent to a nonresidential district. The minimum side yard setback may be eliminated for attached retail buildings on separate lots as shown on an approved site plan. b. Thirty (30) feet for a one (1) story building adjacent to a residential district and sixty (60) feet for a two (2) story building adjacent to a residential district. C. Thirty (30) feet adjacent to a street. 3. Minimum Rear Yard: a. Fifteen (15) feet adjacent to a nonresidential district. The minimum side yard setback may be eliminated for attached retail buildings on separate lots as shown on an approved site plan. b. Thirty (30) feet for a one (1) story building adjacent to a residential district and sixty (60) feet for a two (2) story building adjacent to a residential district. b. Size of Lots: Minimum Size of Lot Area: Ten thousand (10,000) square feet. 4925945x.2 124777/00010 Exhibit C - 40 2. Minimum Lot Width: One hundred (100) feet. 3. Minimum Lot Depth: One hundred (100) feet. C. Maximum sleight: Two (2) stories, no greater than forty (40) feet. d. Lot Coverage: Fifty (50) percent. e. Floor Area Ratio: Maximum 0.5:1. f. Permitted Uses : Uses followed by an S are permitted by Specific Use Permit. Uses followed by a C are permitted subject to conditional development standards. Conditional development standards are set forth in Chapter 3, Section 1 of the Town's Zoning Ordinance: • Accessory Building • Administrative, Medical, or Professional Office • Antenna and/or Antenna Support Structure, Commercial C • Antenna and/or Antenna Support Structure, Non -Commercial C • Antique Shop and Used Furniture • Artisan's Workshop • Assisted Care or Living Facility S • Athletic Stadium or Field, Private S • Athletic Stadium or Field, Public • Auto Parts Sales, Inside • Automobile Paid Parking Lot/Garage • Automobile Parking Lot/Garage • Automobile Repair, Major S • Automobile Repair, Minor • Automobile Sales, Used S • Automobile Sales/Leasing, New S • Bank, Savings and Loan, or Credit Union • Beauty Salon/Barber Shop • Bed and Breakfast Inn • Beer & Wine Package Sales C • Bottling Works • Building Material and Hardware Sales, Major • Building Material and Hardware Sales, Minor • Bus Terminal C • Business Service • Cabinet/Upholstery Shop • Caretaker's/Guard's Residence • Cemetery or Mausoleum S • Civic/Convention Center • College, University, Trade, or Private Boarding School • Commercial Amusement, Indoor • Commercial Amusement, Outdoor S • Community Center 4925945v.2 124777100010 Exhibit C - 41 • Convenience Store with Gas Pumps C • Convenience Store without Gas Pumps • Dance Hall S • Day Care Center, Adult S • Day Care Center, Child C • Day Care Center, Incidental S • Dry Cleaning, Minor • Equipment and Machinery Sales and Rental, Minor • Fairgrounds/Exhibition Area S • Farm, Ranch, Stable, Garden, or Orchard • Farmer's Market • Feed Store • Flea Market, Inside • Flea Market, Outside S • Fraternal Organization, Lodge, Civic Club, Fraternity, or Sorority • Furniture Restoration • Furniture, Home Furnishings and Appliance Store • Gas Pumps C • General Manufacturing/Industrial Use Complying with Performance Standards S • Golf Course and/or Country Club • Governmental Office • Gunsmith • Gymnastics/Dance Studio • Health/Fitness Center • Homebuilder Marketing Center • Hospital • Hotel C • House of Worship • Indoor Gun Range S • Insurance Office • Limited Assembly and Manufacturing Use Complying with Performance Standards • Locksmith/Security System Company • Machine Shop • Massage Therapy, Licensed • Mini-Warehouse/Public Storage S • Mobile Food Vendor C • Mortuary/Funeral Parlor • Motel C • Motorcycle Sales/Service S • Municipal Uses Operated by the Town of Prosper • Museum/Art Gallery • Nursery, Major S • Nursery, Minor • Office and Storage Area for Public/Private Utility 4925945v.2 124777/00010 Exhibit C - 42 • Office/Showroom • Office/Warehouse/Distribution Center • Open Storage (subject to Chapter 4, Section 5 of the Zoning Ordinance) • Park or Playground • Pawn Shop • Pet Day Care C • Print Shop, Major S • Print Shop, Minor • Private Club • Private Recreation Center • Private Utility, Other Than Listed • Recreational Vehicle Sales and Service, New/Used S • Recreational Vehicle/Truck Parking Lot or Garage S • Recycling Collection Point • Rehabilitation Care Institution S • Research and Development Center C • Residence Hotel C • Restaurant or Cafeteria • Restaurant, Drive In • Retail Stores and Shops • Retail/Service Incidental Use • School District Bus Yard C • School, Private or Parochial • School, Public • Sewage Treatment Plant/Pumping Station S • Small Engine Repair Shop • Stealth Antenna, Commercial C • Storage or Wholesale Warehouse S • Taxidermist • Telephone Exchange • Temporary Building C • Theater, Neighborhood • Theater, Regional • Trailer Rental S • Transit Center S • Truck Sales, Heavy Trucks S • Utility Distribution/Transmission Facility S • Veterinarian Clinic and/or Kennel, Indoor • Veterinarian Clinic and/or Kennel, Outdoor • Water Treatment Plant S • Winery 4. Parkland a. Parkland shall consist of the following types: i. Neighborhood Park, 49259.15v.2 124777/00010 Exhibit C - 43 ii. Open space, iii. Community Park containing a minimum of fifty (50) acres, and b. The schedule for providing Parkland shall be as follows: i. Neighborhood Park: The Neighborhood Parks shall be dedicated to the Town for public use and constructed simultaneously with the construction of the Public Improvements contained within the platted area in which the Neighborhood Parks is/are located. Developer shall, after consultation with the Town, use reasonable efforts to situate Neighborhood Parks adjacent to School Areas, with the specific location being subject to approval by the Town, which may not be unreasonably withheld, delayed, condition or denied. ii. Open Space: Open Space identified on a General Development Plan shall be dedicated to the Town for public use, or reserved for private use by Developer, upon the earlier of. (A) within a reasonable period of time after receiving a written request by the Town for such dedication or reservation, such request being based upon the Park Plan in accordance with the General Development Plan wherein such Open Space is located; or (B) upon recordation of a final plat in which such Open Space is located, provided Developer owns the Open Space to be dedicated or reserved. If Developer is not the owner of the Open Space to be dedicated or reserved, the Owners shall, unless otherwise required herein, be required to comply with such requirements as set forth in the Subdivision Ordinance when the Properties, or portions thereof, develop. iii. Community Park: Within three (3) years from the Effective Date, the Community Park shall be dedicated to the Town upon the earlier of. (A) within ninety (90) days of receiving a written request by the Town for such dedication; or (B) at the time the adjacent streets are dedicated to the Town provided Developer owns the land identified as the Community Park; provided, however, the Parties agree that the Community Park dedication shall be in cooperation with and furtherance of the Town's overall park grant efforts. Notwithstanding anything to the contrary herein, if the Developer has not dedicated the Community Park by the time prescribed in the preceding sentence, Owners as applicable, shall dedicate, at absolutely no cost to the Town, the Community Park within three (3) months of a written request by the Town for such dedication. Town shall be fully responsible for 4925945v.2 124777/00010 Exhibit C - 44 Maintenance Obligations of the Community Park upon the Town's acceptance of the dedication. The Town will, within a reasonable time, after receiving the proposed conveyance instrument, provide the Developer and/or Owner, as applicable, written notice of the Town's acceptance of the dedicated Community Park. C. Parkland reserved for private use shall be owned and maintained by a homeowners association, or other entity, and made available to owners, tenants, residents, occupants and members within the Properties and to their guests and invitees. d. Permitted uses within the Parkland are active and passive recreation uses including, but not limited to the following: + trails, playfields, + game courts, • golf courses, • nature centers, • outdoor education centers, community gardens, and • trail amenities. 5. General Requirements for the Mahard Ranch. a. Conformance with the Town's Zonin Ordinance and Subdivision Ordinance: Except as otherwise set forth in these Development Regulations, the regulations of the Town's Zoning Ordinance and Subdivision Ordinance shall apply. b. Amenities: The intent of these development standards regarding the provision of amenities is for an integration of built and natural elements working together as a system that provides for the active and passive recreational needs of the Mahard Ranch community specifically and of the Town of Prosper generally. The distribution of natural beauty throughout the development, exemplified by mature trees and areas of rolling topography, provides the opportunity for a community- wide trail punctuated with nodes of built improvements such as pocket parks. In this way, neighborhood is linked to neighborhood and the Mahard Ranch community is linked to the Town. To help preserve the open character of the Town of Prosper, it is the intent of these development standards that a significant amount of natural open space, particularly amid the floodplain and other sensitive land, be set aside to provide additional open space for Mahard Ranch and for the Town. Design elements in 4925945v.2 124777/00010 Exhibit C - 45 these areas should support non -programmed passive recreational activities such as walking and picnicking. C. Development Plan: A Conceptual Development Plan is hereby attached (Exhibit "B") and made a part of these development standards. It establishes the most general guidelines for the district by identifying the project boundaries, land use types, approximate thoroughfare locations, R.O.W. dedication, roads and illustrates the integration of these elements into a master plan for the whole district. d. Maintenance of Facilities: The Developers shall establish a Homeowner's Association (HOA) for single family residential areas and a Property Owner's Association ("POA") for mixed use areas, in which membership is mandatory for each lot, and that will be responsible for operation and maintenance of all common areas and/or common facilities contained within the area of the respective residential or mixed use development or adjacent Right -of -Way (ROW). The HOA or POA will be created with Phase 1 and each subsequent phase shall be annexed into the association or a separate HOA/POA may be created for each respective phase at the Developer's discretion. Upon completion of fifty percent (50%) buildout of any phase of residential development and creation of the corresponding HOA, the Developer shall provide that all HOA Boards have an advisory position to be filled by individual homeowners residing within the corresponding phase. Prior to transfer of the ownership to the HOA or POA, all specified facilities shall be constructed by the Developer and approved by the Town. The Developer shall provide the Town a mandatory HOA/POA agreement that will be recorded in the deed records of Denton County, Texas. In lieu of the HOA and POA, the Town and Developer may elect to create another entity to undertake the same responsibilities of the HOA or POA. 6. Definitions. The definitions of the Town's Zoning Ordinance shall apply to these regulations except as otherwise amended herein. For purposes of these Development Regulations, the following terms shall have the following meaning: "Masonry" shall mean stone, stucco, brick, tile, concrete, glass or similar materials or any similar material approved by the Town's Director of Development Services. "Independent Living Facilities" means a facility containing dwelling units, accessory uses and support services specifically designated for occupancy by persons 55 years of age or older, in accordance with the housing for older persons provisions of the Federal Fair Housing Act of 1988 (42 U.S.C. section 3607 et seq.), as amended, who are fully ambulatory or who require no medical or personal assistance or supervision. The dwelling units may consist of either multifamily, single-family detached or attached residences, or a combination of such uses. 4925945x.2 124777/00010 Exhibit C - 46 EXHIBIT "D" Development Regions j cr Cr. [See attached solo page] -- x z n , Preannexation Agreement (Mahard) Page 54 of 58 ::ODMA,PCDOCS\AR}3J1501263\512/12/2007 5:37 PM EXHIBIT "E" Utility Plan [See attached 2 pages] Preannexatir�n A i eement (Mahard) ::ODMA\PCDOCS\ARB A501263\51'2/12/2007 5:37 PM 1 Page 55 of 58 EXHIBIT "F" Thoroughfare Plan [See attached solo page] Preannexation Agreement (Mahard) Page 56 of 58 :ODMA\PCDOCS\ARBJ\501.263\512/122007 5:37 M EXHIBIT "G" Development Milestones Action Required (Submission of a Zoning Application to the ''Town for the Properties Submission of a Petition for Annexation of the (Properties dedication of the Community Park property to f�fhe Town I ISubrri.ssion of General Development Plan for Ithe first phase of development 6isonation of first elementary school site offered ;oto PISD Date Due within 60 calendar days of the Effective Date j 1i on or before January 31,2008 no later than three (3) years from the Effective Date on or before September 30, 2008 no later than January 31, 2010 i Preannexation Agreement (Mahard) Page 57 of 5E :: ODM A\PCDOC S\ARBJ\501263\512!12%2007 5:37 PM EXHIBIT "H" Illustrative Elevation and Plans [See attached 25 pages] Preannexation Apree'ucnt (Mahatd) ::OUM,A\PCDOCSkAKBA5012631512/12/2007 5:37 PM Page 58 of 58 EXHIBIT "H" Illustrative Elevations and Plans The illustrations that are included with this Exhibit are for the purpose of illustrative example only and do not constitute exact renderings or plans of the buildings and items depicted. 4966496x.1 124777/00010 Exhibit H EXHIBIT H-1 The illustrations that are included with this Exhibit are for the purpose of illustrative example only and do not constitute exact renderings or plans of the buildings and items depicted. 4966496v.1 124777/Ooolo Exhibit H-1-1 cx Anwo a sum i`� - �€t!1lfilffTirR11li: SCALE. 1 = 20' r, ------ r�-SOO-00'00"E, 60.0.0'- 4966496v.1 124777/000I0 Exhibit H-1 - 3 C-3 EXHIBIT H-2 The illustrations that are included with this Exhibit are for the purpose of illustrative example only and do not constitute exact renderings or plans of the buildings and items depicted. 496649:6v.1 124777/00016 Exhibit H-2 - 1 iflffllf �.� , SCALE: I = 20' 61, 1 0: C6 MMIA 500*00,001 70,00' 4966496v.1 124777/00010 Exhibit H-2 - 3 Q IJ SCALE: I = 20' S'00'00'00"E , 7.0.,00' 4966496v.1 124777100010 Exbibit H-2 - 5 EXHIBIT H-3 The illustrations that are included with this Exhibit are for the purpose of illustrative example only and do not constitute exact renderings or plans of the buildings and items depicted. 4966496-0 124777/00010 Exhibit H-3 - 1 ME== SCALE: 1 – 20' Mism — — S00'00'00"E 80.00' 4966496VA 124777/00010 Exhibit H-3 - 3 LAY PAK-M-M SCALE": 1 = 20' soo-00,00"E 80.00' 4966496v.1 12477.7100010 Exhibit H-3 - 5 c6 C) CD SC6U: I &- 20! OPTIONAL "OURTYARD WALL 4966496v.'t 124777100610 Exhibit H-3 4 „�SS •i SCALE: 1 = 20' wry 4%V�aJVr.f1y-t ��� S:.I�.VV.r I Eta OUTQWR 1.FJING i 54'—i 1r` . O cS CD C3 C7 f: Com; 1: t: 1 � 1 I f � 4966496v.1 124777100010 Exhibit H-3 - 9 EXHIBIT H4 The illustrations that are included with this Exhibit are for the purpose of illustrative example only and do not constitute exact renderings or plans of the buildings and items depicted. 4966496v.1 124777/00010 Exhibit H4 - 1 SCALE: 1 = 20' r.. 49664!6v.1 12477716NIO SOO'- 000~E 9Q.00' Exhibit H- - 3 -1 ; -46 4101 SCALE: 1 = 20' SOO'00'00"E J1 4466496v.1 124771/00010 Exhibit H4 - 5 SCALE. 1 = 20' T 90.00' 4966496x.1 224777/00010 Exhibit 14-4 - 7